Common use of Closing Merger Clause in Contracts

Closing Merger. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Company shall deliver or cause to be delivered to Parent and Merger Sub the following documents and/or shall take the following actions: (i) Certificates evidencing all of the Target Shares; (ii) Any agreements between the Target Shareholders and the Company relating to the Target Shares; (iii) The officer's certificate described in Section 6.2(c); (iv) An incumbency certificate signed by all of the executive officers of the Company dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that the Company is in good standing under the laws of the State of Nevada; (vi) Articles of incorporation of the Company certified by the Secretary of State of the State of Nevada at or about the Closing Date and bylaws of the Company certified by the Secretary of the Company at or about the Closing Date; (vii) Resolutions of the board of directors and shareholders of the Company dated at or about the Closing Date authorizing the Merger, certified by the Secretary of the Company; and (viii) The investment letters described in Section 5.11. (b) Parent and Merger Sub shall deliver or cause to be delivered to the Company the following documents and shall take the following actions: (i) Certificates evidencing all of the Parent Shares; (ii) The officer's certificates described in Section 6.1(c); (iii) An incumbency certificate signed by all of the executive officers of Parent dated at or about the Closing Date; (iv) An incumbency certificate signed by all of the executive officers of Merger Sub dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that Merger Sub is in good standing under the laws of said state; (vi) Articles of incorporation of Parent certified by the Secretary of State of the State of Nevada at or about the Closing Date and the bylaws of Parent certified by the Secretary of Parent at or about the Closing Date; (vii) Articles of incorporation of Merger Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and bylaws of Merger Sub certified by the Secretary of Merger Sub at or about the Closing Date; (viii) Resolutions of the board of directors of Parent dated at or about the Closing Date authorizing the Merger, certified by the Secretary of Parent; (ix) Resolutions of the board of directors and shareholders of Merger Sub dated at or about the Closing Date authorizing the Merger, certified by the Secretary of Merger Sub; and (x) Working capital in accordance with the provisions of Section 5.13(b). (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such other actions as are required under this Agreement.

Closing Merger. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Company Graphite shall deliver or cause to be delivered to Parent BPK and Merger Sub the following documents and/or shall take the following actions: (i) A true and complete list of all holders of record of Graphite Shares issued and outstanding on and as of the Closing setting forth the name, address, and number of Graphite Shares held by each and the number of BPK Common Shares and BPK Preferred Shares to be issued or issuable, as applicable, to each holder at Closing; (ii) Certificates evidencing all of the Target Graphite Shares; (iiiii) Any agreements between the Target Graphite Shareholders and the Company Graphite relating to the Target Graphite Shares; (iiiiv) The officer's certificate described in Section 6.2(c); (v) An incumbency certificate signed by all of the executive officers of Graphite dated at or about the Closing Date; (vi) A certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that Graphite is in good standing under the laws of the State of Delaware; (vii) Certificate of incorporation of Graphite certified by the Secretary of State of the State of Delaware at or about the Closing Date and bylaws of Graphite certified by the Secretary of Graphite at or about the Closing Date; (viii) Resolutions of the board of directors and shareholders of Graphite dated at or about the Closing Date authorizing the Merger, certified by the Secretary of Graphite; (ix) The investment letters described in Section 5.10; (x) The Audited Financial Statements (as defined in Section 5.11); (xi) The Additional Company Information (as defined in Section 5.12); (xii) The Registration Rights Agreement executed by the Principal Shareholders described in Section 5.15; (xiii) All consents, authorizations, orders or approvals required in order to execute and deliver this Agreement and to effectuate the transactions contemplated hereby in form, scope and substance reasonably satisfactory to BPK; and (xiv) All approvals, consents, permits and waivers of Governmental Authorities and any Person necessary for the consummation of the transactions contemplated by this Agreement and no such approval, consent, permit or waiver of any Governmental Authority or such other third party shall contain any term or condition that BPK in its reasonable discretions determines to be unduly burdensome. (b) BPK and Merger Sub shall deliver or cause to be delivered to Graphite the following documents and shall take the following actions: (i) Certificates evidencing all of BPK Common Shares and BPK Preferred Shares; (ii) The officer's certificates described in Section 6.1(c); (iii) the executed irrevocable proxies referenced in Section 6.1(e); (iv) An incumbency certificate signed by all of the executive officers of the Company BPK dated at or about the Closing Date; (v) An incumbency certificate signed by all of the executive officers of Merger Sub dated at or about the Closing Date; (vi) A certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that the Company BPK is in good standing under the laws of the State of Nevada; (vi) Articles of incorporation of the Company certified by the Secretary of State of the State of Nevada at or about the Closing Date and bylaws of the Company certified by the Secretary of the Company at or about the Closing Datesaid state; (vii) Resolutions of the board of directors and shareholders of the Company dated at or about the Closing Date authorizing the Merger, certified by the Secretary of the Company; and (viii) The investment letters described in Section 5.11. (b) Parent and Merger Sub shall deliver or cause to be delivered to the Company the following documents and shall take the following actions: (i) Certificates evidencing all of the Parent Shares; (ii) The officer's certificates described in Section 6.1(c); (iii) An incumbency certificate signed by all of the executive officers of Parent dated at or about the Closing Date; (iv) An incumbency certificate signed by all of the executive officers of Merger Sub dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that Merger Sub is in good standing under the laws of said state; (viviii) Articles of incorporation of Parent BPK certified by the Secretary of State of the State of Nevada at or about the Closing Date and the bylaws of Parent BPK certified by the Secretary of Parent BPK at or about the Closing Date; (viiix) Articles Certificate of incorporation of Merger Sub certified by the Secretary of State of the State of Delaware at or about the Closing Date and bylaws of Merger Sub certified by the Secretary of Merger Sub at or about the Closing Date; (viiix) Resolutions of the board of directors of Parent BPK dated at or about the Closing Date authorizing the Merger, certified by the Secretary of ParentBPK; (ixxi) Resolutions of the board of directors and shareholders of Merger Sub dated at or about the Closing Date authorizing the Merger, certified by the Secretary of Merger Sub; and (x) Working capital in accordance with the provisions of Section 5.13(b). (c) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such other actions as are required under this Agreement.