Common use of Company Second Closing Deliveries Clause in Contracts

Company Second Closing Deliveries. On or prior to the Second Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following, in form and substance satisfactory to the Purchaser: (i) a Debenture in the original principal amount of the Second Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser; (ii) a Warrant duly executed by the Company, registered in the name of the Purchaser; (iii) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the Second Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation; (iv) a certificate, dated as of such Second Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be delivered to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby; (v) an opinion of Cayman Islands counsel to the Company; (vi) all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the prior Closing Date; and (vii) such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.

Company Second Closing Deliveries. On or prior to the Second Closing Date, the Company shall deliver or cause to be delivered to each Purchaser participating the Purchaser Second Closing the following, in form and substance satisfactory to the such Purchaser: (i) a Debenture in the an original principal amount equal to such Purchaser’s portion of the Second Closing Principal Amount as set forth on such Purchaser’s signature page hereto, duly executed by the Company, registered in the name of the Purchaser;such Purchaser; (ii) a Warrant evidence of the issuance to such Purchaser of its pro rata portion of the Commitment Shares being issued in respect of such Closing; (iii) the Registration Rights Agreement relating to such Closing duly executed by the Company, registered in the name of the Purchaser;Company; (iiiiv) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the CompanyCompany and, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the Second Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;Date; (ivv) a certificate, dated as of such Second Closing Date, duly executed, and delivered by an officer of the Company and each SubsidiaryScienture, LLC, certifying the resolutions of the Company’s and each SubsidiaryScienture, LLC’s Board of Directors, manager or others performing similar functions with respect to the Company and each SubsidiaryScienture, LLC, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary Scienture, LLC of each Transaction Document to be delivered to which the Company and each Subsidiary Scienture, LLC is a party, as applicable, and the transactions contemplated hereby and thereby;thereby; (vvi) (xi) an opinion of Cayman Islands Dxxxxx Gxxxxxx PLLC, legal counsel to the Company;, regarding the due authorization, good standing and corporate authority of the Company to enter into, and the enforceability of, this Agreement, the Debentures that are to close on the Second Closing Date, and any other Transaction Documents to be executed by the Company hereunder on or prior to the Second Closing Date; and (vivii) all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the prior Closing Date; and (vii) such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.

Company Second Closing Deliveries. On or prior to the Second Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following, in form and substance satisfactory to the Purchaser: (i) a the Second Closing Debenture in the original principal amount of the Second Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser; (ii) a Warrant duly executed by the Company, registered in the name of the Purchaser; (iii) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the Second Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation; (iv) a certificate, dated as of such Second Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be delivered to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby; (v) an opinion of Cayman Islands counsel to the Company; (vi) all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the prior Closing Date; (vii) a Registration Rights Agreement among the Company and the Purchaser with respect to the Underlying Shares issuable under the Second Closing Debenture and the related Warrant, on terms substantially similar as those provided in the First Registration Rights Agreement (the “Second Registration Rights Agreement”), duly executed by the Company; (viii) a duly executed consent letter, by and between AOI, Cowcumbla, Cootamundra, the Purchaser and Commonwealth Bank of Australia, pursuant to which Commonwealth Bank of Australia shall consent to the incurrence of indebtedness by AOI, Cowcumbla and Cootamundra and their subsidiaries under the Transaction Documents, the granting of security by Cowcumbla and Cootamundra under the Transaction Documents and related matters (the “CBA Consent Letter”); (ix) a duly executed consent letter, by and between Energreen, CQ Oilseeds, CQ Inland Port Pty Ltd as lessor under the Australian Crushing Plant Lease, and the Purchaser pursuant to which CQ Inland Port Pty Ltd consents to the transfer of the Australian Crushing Plant Lease from Energreen as lessee to CQ Oilseeds on or prior to the Substantial Completion Date (the “CQ Inland Port Consent Letter”); (x) the duly executed Australian CBA-Energreen Deed; (xi) the duly executed Australian CQ Oilseeds General Security Deed, undated but otherwise in registrable form; (xii) the duly executed Australian CQ Oilseeds-Energreen Deed; (xiii) the duly executed Australian Leasehold Mortgage, undated but otherwise in registrable form; (xiv) all of the items to be delivered to Purchaser pursuant to Section 2.2(a) to the extent not delivered at the first Closing; (xv) an opinion of Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the Second Closing Date; and (viixvi) such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.”

Company Second Closing Deliveries. On or prior to the Second Closing Date, the Company shall deliver or cause to be delivered to each Purchaser participating the Purchaser Second Closing the following, in form and substance satisfactory to the such Purchaser: (i) a Debenture in the an original principal amount equal to such Purchaser’s portion of the Second Closing Principal Amount as set forth on such Purchaser’s signature page hereto, duly executed by the Company, registered in the name of the Purchaser;such Purchaser; (ii) a Warrant duly executed by the Company, registered in the name of the Purchaser;such Purchaser; (iii) certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the CompanyCompany and, the Significant Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the Second Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;Date; (iv) a certificate, dated as of such Second Closing Date, duly executed, and delivered by an officer of the Company and each Significant Subsidiary, certifying the resolutions of the Company’s and each Significant Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Significant Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Significant Subsidiary of each Transaction Document to be delivered to which the Company and each Significant Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby;thereby; (v) an opinion of Cayman Islands counsel to the Company;Company; (vi) all information regarding any Action against the Company, its Significant Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the prior Closing Date; Date; and (vii) such other approvals, opinions of counsel to the Company, or documents as the such Purchaser may reasonably request.