Common use of Company Closing Deliverables Clause in Contracts

Company Closing Deliverables. Upon the terms and subject to the conditions of this Agreement, at or prior to the Closing, the Company shall deliver (or cause to be delivered) to each Investor each of the following: (a) a certificate or certificates representing such Investor’s Closing Securities and the Common Stock shall be delivered using customary book-entry procedures, and meeting the requirements of the Company Organizational Documents, registered in such name(s) as such Investor has designated (which shall be limited to such Investor and its Affiliates), free and clear of any liens, security interests, pledges, charges, encumbrances, mortgages and restrictions other than transfer restrictions under applicable federal and state securities Laws and this Agreement; (b) a certificate of the Secretary or Assistant Secretary of the Company dated as of the Closing Date, certifying as to and attaching: (i) the Certificate of Incorporation, as filed with the Delaware Secretary of State, which shall be in full force and effect, (ii) the Bylaws, (iii) resolutions of the Board of Directors authorizing and approving the Transaction Documents and the transactions contemplated thereby, including the issuance of the Purchased Securities to each Investor, and (iv) the incumbency of the officers executing the Transaction Documents; (c) a certificate of the Secretary of State of the State of Delaware evidencing the good standing of the Company as of that date; (d) an Officer’s Certificate substantially in the form attached to this Agreement as Exhibit A; (e) evidence the Company has delivered instruction to the Company’s transfer agent to deliver the Holdback Shares to the Escrow Agent within three (3) Business Days of the Closing; and (f) evidence the Company has filed a notification of listing of the Common Stock included in the Purchased Securities with Nasdaq and an e-mail from a representative of Nasdaq confirming that Nasdaq’s review of the Listing of Additional Shares form has been completed.

Company Closing Deliverables. Upon the terms and subject to the conditions of this Agreement, at or prior to the Closing, the Company shall deliver (or cause to be delivered) to each Investor each of the following: (a) a certificate or certificates representing such Investor’s Closing Purchased Securities and the Common Stock shall be delivered using customary book-entry procedures, and meeting the requirements of the Company Organizational Documents, registered in such name(s) as such Investor has designated (which shall be limited to such Investor and its Affiliates), free and clear of any liens, security interests, pledges, charges, encumbrances, mortgages and restrictions other than transfer restrictions under applicable federal and state securities Laws and this Agreement; (b) a certificate of the Secretary or Assistant Secretary of the Company dated as of the Closing Date, certifying as to and attaching: (i) the Certificate of Incorporation, as filed with the Delaware Secretary of State, which shall be in full force and effect, (ii) the Bylaws, (iii) resolutions of the Board of Directors authorizing and approving the Transaction Documents and the transactions contemplated thereby, including the issuance of the Purchased Securities to each Investor, and (iv) the incumbency of the officers executing the Transaction Documents; (c) a certificate of the Secretary of State of the State of Delaware evidencing the good standing of the Company as of that date; (d) an Officer’s Certificate substantially in the form attached to this Agreement as Exhibit A; (e) evidence the Company has delivered instruction to the Company’s transfer agent to deliver the Holdback Shares to the Escrow Agent within three (3) Business Days of the Closing; and (fe) evidence the Company has filed a notification of listing of the Common Stock included in the Purchased Securities with Nasdaq and an e-mail from a representative of Nasdaq confirming that Nasdaq’s review of the Listing of Additional Shares form has been completed.

Company Closing Deliverables. Upon the terms and subject to the conditions of this Agreement, at or prior to the Closing, the Company shall deliver (or cause to be delivered) to each Investor Purchaser each of the following: (a) the Senior Notes to be purchased by such Purchaser in a certificate or certificates representing such Investor’s Closing Securities form and in the Common Stock shall be delivered using customary book-entry proceduresname, and meeting the requirements of the Company Organizational Documents, registered in such name(s) delivered as such Investor has designated (which shall be limited Purchaser may request at least one Business Day prior to such Investor and its Affiliates)the Closing Date, free and clear of any liens, security interests, pledges, charges, encumbrances, mortgages and restrictions other than transfer restrictions under this Agreement or applicable federal and state securities Laws and this Agreementlaws; (b) a certificate of the Secretary or Assistant Secretary of the Company dated as of the Closing Date, certifying as to and attaching: (i) a true, correct and complete and in full force and effect as of the Certificate Closing Date copy of the Articles of Incorporation, as filed with the Delaware Colorado Secretary of State, which shall be (ii) a true, correct and complete and in full force and effect, (ii) effect as of the Closing Date copy of the Bylaws, (iii) true, correct and complete, and in full force and effect as of the Closing Date, resolutions of the Board of Directors authorizing and approving the Transaction Documents and the transactions contemplated thereby, including the issuance of the Purchased Securities to each InvestorPurchaser, and (iv) the incumbency of the officers executing of the Company authorized to execute the Transaction Documents; (c) a certificate of issued by the Secretary of State of the State of Delaware Colorado evidencing the good standing of the Company as of that datethe Closing Date; (d) an Officer’s Certificate substantially in the form attached to this Agreement as Exhibit AB; (e) a Cross Receipt with respect to such Purchaser’s Senior Notes, which shall have been duly executed by the Company; (f) an opinion addressed to the Purchasers from Xxxxx Xxxxxx & Xxxxxx LLP, legal counsel to the Company, dated as of the Closing Date, the form of which is attached hereto as Exhibit C; (g) evidence of insurance (without endorsements in favor of Purchasers), in form and substance reasonably satisfactory to the Company has Purchasers; and (h) a fully executed copy of the Purchase Agreement, including all exhibits and schedules thereto, and any material agreements or other documents being delivered instruction pursuant to the Purchase Agreement in connection with the closing of the Acquisition. Notwithstanding anything to the contrary contained in this Agreement, in the event that the other conditions to the Company’s transfer agent obligation to consummate the transactions contemplated by this Agreement have been fulfilled or waived pursuant to Section 7.02, the Company hereby agrees to deliver or cause to be delivered, and not to unreasonably withhold or cause to be withheld or to delay or cause to be delayed the delivery of, each of the items contemplated by this Section 2.03. If at the Closing the Company fails to deliver the Holdback Shares Senior Notes to the Escrow Agent within three Purchasers as required by clause (3a) Business Days above or any of the Closing; and other deliverables under Section 2.03 or any conditions precedent pursuant to Section 7.01 shall not have been fulfilled to the Purchasers’ reasonable satisfaction (f) evidence or in such Purchaser’s sole discretion, waived), then the Company has filed a notification Purchasers shall, at their election, be relieved of listing all further obligations under this Agreement, without thereby waiving any rights the Purchaser may have by reason of the Common Stock included in the Purchased Securities with Nasdaq and an e-mail from a representative of Nasdaq confirming that Nasdaq’s review of the Listing of Additional Shares form has been completedsuch failure or nonfulfillment.

Company Closing Deliverables. Upon In conjunction with and as additional (but independent) supporting evidence for certain of the terms covenants, representations and subject to warranties made by the conditions of this AgreementCompany herein, at or prior to the Closing, the Company shall will deliver (or cause to be delivered) delivered to each Investor Purchaser each of the following, the delivery of which will be a condition to the Purchaser’s obligation to purchase the Shares: (a) a certificate or certificates representing such Investor’s Closing Securities and The Agreement, duly executed by the Common Stock shall be delivered using customary book-entry procedures, and meeting the requirements of the Company Organizational Documents, registered in such name(s) as such Investor has designated (which shall be limited to such Investor and its Affiliates), free and clear of any liens, security interests, pledges, charges, encumbrances, mortgages and restrictions other than transfer restrictions under applicable federal and state securities Laws and this AgreementCompany; (b) a One or more certificates representing the Shares in definitive form (or facsimile or “.pdf” copies of such certificates for purposes of Closing with the original certificates to be delivered by the Company or its transfer agent by overnight delivery on the next Business Day after the Closing Date in accordance with the written delivery instructions of the Purchaser) or, at the election of the Purchaser, evidence of the book entry issuance of the Shares, in each such case, registered in the name of such Purchaser or its nominees in accordance with Purchaser’s written delivery instructions. (c) A certificate of the Secretary or Assistant Secretary of the Company dated as Company, (i) attaching a certified copy the Articles of Incorporation of the Closing DateCompany, (ii) certifying as to and attaching: (i) attaching a copy of the Certificate current Bylaws of Incorporationthe Company, as filed with the Delaware Secretary of State, which shall be in full force and effect, (ii) the Bylaws, and (iii) certifying as to and attaching a copy of the resolutions of the Board of Directors authorizing and approving the Transaction Documents and the transactions contemplated thereby, including the issuance of the Purchased Securities to each InvestorShares and the execution, delivery and (iv) the incumbency performance of the officers executing the Transaction Documents; (cd) a A certificate of the Chief Executive Officer and Chief Financial Officer of the Company representing, warranting and certifying that (i) the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date, as though made on and as of such date (except for such representations and warranties that speak as of a specific date), and (ii) the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing; (e) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware evidencing Louisiana; (f) An incumbency certificate of the good standing Secretary of the Company as certifying the names of that datethe officer or officers of the Company authorized to sign the Transaction Documents, together with a sample of the true signature of each such officer; (dg) an Officer’s Certificate An opinion of counsel to the Company, dated as of the Closing Date, substantially in the form of Exhibit A attached to this Agreement as Exhibit A; (e) evidence the Company has delivered instruction hereto and addressed to the Company’s transfer agent to deliver the Holdback Shares to the Escrow Agent within three (3) Business Days of the ClosingPurchasers; and (fh) evidence The Registration Rights Agreement, duly executed by the Company has filed a notification of listing of the Common Stock included in the Purchased Securities with Nasdaq and an e-mail from a representative of Nasdaq confirming that Nasdaq’s review of the Listing of Additional Shares form has been completedCompany.