Common use of Company’s Closing Deliveries Clause in Contracts

Company’s Closing Deliveries. The Company shall deliver, or shall cause to be delivered, to Buyer: (i) the Escrow Agreement duly executed by the Stockholders’ Agent; (ii) a certificate duly executed by an executive officer of the Company, reasonably satisfactory to Buyer, certifying that the conditions with respect to obligations of Buyer and Merger Sub under this Agreement set forth in Sections 6.1 and 6.2 have been satisfied; (iii) a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying that (A) the Company Organizational Documents are in full force and effect as of the Closing, with copies of such Company Organizational Documents attached thereto, (B) attached thereto are true and complete copies of (I) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (II) resolutions of the Company Stockholders approving the Merger and the other transactions contemplated hereby and thereby and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Merger and the other transactions contemplated hereby and thereby; (iv) a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate for the Company issued by the Secretary of State of the State of Delaware, dated no earlier than two (2) Business Days prior to the Closing Date; (vi) the Closing Statement contemplated by Section 2.11(a); (vii) certificate and notice, duly executed by an executive officer of the Company and meeting the requirements of Sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, certifying that interests in the Company, including the Company Common Shares, do not constitute “United States real property interests” under Section 897(c) of the Code; (viii) the resignations required pursuant to Section 5.10; (ix) evidence reasonably satisfactory to Buyer of termination of certain agreements pursuant to Section 5.18(c); (x) written agreements satisfactory to Buyer and executed by each Key Employee, (A) waiving any and all severance, change in control or other payments by the Company (or any of its Affiliates) that such Key Employees are or may be entitled to in connection with the Transactions under their respective employment agreements or other arrangements with the Company (or any of its Affiliates) and (B) releasing the Company, Buyer, Merger Sub, the Surviving Corporation and their respective Affiliates from any and all claims with respect thereto in perpetuity; (xi) the Consents of third parties listed on Section 3.5 of the Company Disclosure Schedules; and (xii) such other certificates or other documents reasonably requested by Buyer and necessary to effectuate and consummate the transactions contemplated by this Agreement and the Buyer Public Offering.

Company’s Closing Deliveries. The At the Closing, the Company shall deliver, have delivered or shall cause caused to be delivered, have been delivered to Buyer: (i) the Escrow Agreement duly a certificate executed and delivered by the Stockholders’ Agent; (ii) a certificate duly executed by an executive officer Secretary of the Company, Company in form and substance reasonably satisfactory to Buyer, attesting and certifying that the conditions with respect to obligations of Buyer and Merger Sub under this Agreement set forth in Sections 6.1 and 6.2 have been satisfied; as to: (iii) a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying that (Ai) the Company Organizational Documents are in full force and effect as Certificate of the Closing, with copies of such Company Organizational Documents attached thereto, (B) attached thereto are true and complete copies of (I) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (II) resolutions Incorporation of the Company Stockholders approving the Merger and the other transactions contemplated hereby and thereby and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Merger and the other transactions contemplated hereby and thereby; (iv) as also certified as of a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate for the Company issued recent date by the Secretary of State of the State of Delaware, dated no earlier than two ); (2) Business Days prior to the Closing Date; (viii) the Closing Statement contemplated by Section 2.11(a); bylaws of the Company; (viiiii) certificate and notice, duly executed by an executive officer copies of resolutions of the Company adopting and meeting the requirements of Sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, certifying that interests in the Company, including the Company Common Shares, do not constitute “United States real property interests” under Section 897(c) of the Code; (viii) the resignations required pursuant to Section 5.10; (ix) evidence reasonably satisfactory to Buyer of termination of certain agreements pursuant to Section 5.18(c); (x) written agreements satisfactory to Buyer and executed by each Key Employee, (A) waiving any and all severance, change in control or other payments by the Company (or any of its Affiliates) that such Key Employees are or may be entitled to in connection with the Transactions under their respective employment agreements or other arrangements with the Company (or any of its Affiliates) and (B) releasing the Company, Buyer, Merger Sub, the Surviving Corporation and their respective Affiliates from any and all claims with respect thereto in perpetuity; (xi) the Consents of third parties listed on Section 3.5 of the Company Disclosure Schedules; and (xii) such other certificates or other documents reasonably requested by Buyer and necessary to effectuate and consummate authorizing the transactions contemplated by this Agreement and the Transaction Documents to which the Company is a party; and (iii) incumbency and specimen signature certificates with respect to the officers of the Company; (ii) certificate of good standing of the Company issued not earlier than fifteen days prior to the Closing Date by the Secretary of State of the State of Delaware; (iii) a xxxx of sale in a form acceptable to Buyer Public Offeringfor the transfer of the Purchased Assets; (iv) such keys, lock and safe combinations and other similar items as Buyer shall require to obtain immediate and full occupation and control of the Purchased Assets; (v) a copy of the Amended and Restated Limited Liability Company Agreement of the Buyer in the form of Exhibit A attached hereto (the “Buyer’s LLC Agreement”) duly executed by the Company; (vi) a consent and release agreement from Silicon Valley Bank releasing the Purchased Assets effective as of the Closing Date in the form attached hereto as Exhibit D (the “SVB Release”); (vii) a copy of the Transition Services Agreement in the form of Exhibit B attached hereto (the “Transition Services Agreement”) duly executed by the Company; and (viii) an amount equal to the Transferred Cash, by wire transfer of immediately available funds as directed by Buyer.

Company’s Closing Deliveries. The Company shall deliver, or shall cause to be delivered, to Buyer: (i) the Escrow Agreement duly executed by the Stockholders’ Agent; (ii) a certificate duly executed by an executive officer of the Company, reasonably satisfactory to Buyer, certifying that the conditions with respect to obligations of Buyer and Merger Sub under this Agreement set forth in Sections 6.1 and 6.2 have been satisfied; (iiiii) a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying that (A) the Company Organizational Documents are in full force and effect as of the Closing, with copies of such Company Organizational Documents attached thereto, (B) attached thereto are true and complete copies of (I) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (II) resolutions of the Company Stockholders approving the Merger and the other transactions contemplated hereby and thereby and adopting this Agreement, and (BC) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Merger and the other transactions contemplated hereby and therebyhereby; (iviii) a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents Agreement and the other documents to be delivered hereunder and thereunderto which it is a party; (viv) a good standing certificate for the Company issued by the Secretary of State of the State of Delaware, dated no earlier than two (2) Business Days prior to the Closing Date; (viv) the Closing Statement contemplated by Section 2.11(a); (viivi) certificate and notice, duly executed by an executive officer of the Company and meeting the requirements of Sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, certifying that interests in the Company, including the Company Common Capital Shares, do not constitute “United States real property interests” under Section 897(c) of the Code; (viiivii) the resignations required pursuant to Section 5.105.7; (viii) Support Agreements duly executed by each Company Stockholder identified in Schedule A hereto; (ix) evidence reasonably satisfactory to Buyer of termination consummation of certain agreements the Warrant Termination pursuant to Section 5.18(c)5.14; (x) written agreements evidence reasonably satisfactory to Buyer and executed by each Key Employee, (A) waiving any and all severance, change in control or other payments by of consummation of the Company (or any of its Affiliates) that such Key Employees are or may be entitled Option Termination pursuant to in connection with the Transactions under their respective employment agreements or other arrangements with the Company (or any of its Affiliates) and (B) releasing the Company, Buyer, Merger Sub, the Surviving Corporation and their respective Affiliates from any and all claims with respect thereto in perpetuitySection 5.15; (xi) the Consents evidence reasonably satisfactory to Buyer of third parties listed on Section 3.5 termination of the Company Disclosure SchedulesInvestors Rights Agreement, the ROFR and Co-Sale Agreement, the Voting Agreement and any other related party arrangement required to be terminated pursuant to Section 5.17; and (xii) such other certificates or other documents reasonably requested by Buyer and necessary to effectuate and consummate the transactions contemplated by this Agreement and the Buyer Public Offering.

Company’s Closing Deliveries. The (a) At the Closing, the Company shall deliver, deliver or shall cause to be delivered, delivered to Buyerthe Investor the following: (i) An Additional Debenture, registered in the Escrow Agreement duly executed name of such Investor, evidencing the principal amount of Additional Debentures purchased by the Stockholders’ Agentsuch Investor, which amount is such Investor's Additional Investment Amount; (ii) a certificate duly executed by An Additional Warrant, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire 250 shares of Common Stock for each $1,000 of such Investor's Additional Investment Amount, at an executive officer of the Company, reasonably satisfactory exercise price equal to Buyer, certifying that the conditions with respect to obligations of Buyer and Merger Sub under this Agreement set forth in Sections 6.1 and 6.2 have been satisfied$1.8125; (iii) a certificate duly executed by An Incentive Warrant, registered in the Secretary of the Company, reasonably satisfactory to Buyer, certifying that (A) the Company Organizational Documents are in full force and effect as of the Closing, with copies name of such Company Organizational Documents attached theretoInvestor pursuant to which such Investor shall have the right to acquire 173 Incentive Warrant Shares for each $1,000 of such Investor's Additional Investment Amount, (B) attached thereto are true and complete copies of (I) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (II) resolutions of the Company Stockholders approving the Merger and the other transactions contemplated hereby and thereby and adopting this Agreementat an exercise price equal to $2.20, and (B) all such resolutions are in full force an expiration date that is 66 months from the Closing Date and effect and are all otherwise on terms identical to the resolutions adopted in connection with the Merger and the other transactions contemplated hereby and therebyAdditional Warrants; (iv) a certificate duly executed by The legal opinion of Company Counsel, in agreed form, addressed to the Secretary of the Company, reasonably satisfactory to Buyer, certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunderInvestors; (v) a good standing certificate for A perfection certificate, duly completed and executed by the Company issued by the Secretary and each of State of the State of Delawareits Subsidiaries, dated no earlier than two (2) Business Days prior in form and substance satisfactory to the Investors or confirmation that the perfection certificate delivered in connection with the Initial Closing Dateis still accurate; (vi) A certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Statement contemplated Date, to the effect that the representations and warranties of the Company shall be true and correct as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by Section 2.11(a);the Transaction Documents and this Agreement to be performed, satisfied or complied with by the Company at or prior to an Additional Closing Date. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance of the Additional Debentures, Additional Warrants and Incentive Warrants; and (vii) certificate and notice, duly executed by an executive officer of the Company and meeting the requirements of Sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, certifying that interests in the Company, including the Company Common Shares, do not constitute “United States real property interests” under Section 897(c) of the Code; (viii) the resignations required pursuant to Section 5.10; (ix) evidence reasonably satisfactory to Buyer of termination of certain agreements pursuant to Section 5.18(c); (x) written agreements satisfactory to Buyer and executed by each Key Employee, (A) waiving any and all severance, change in control or other payments by the Company (or any of its Affiliates) that such Key Employees are or may be entitled to in connection with the Transactions under their respective employment agreements or other arrangements with the Company (or any of its Affiliates) and (B) releasing the Company, Buyer, Merger Sub, the Surviving Corporation and their respective Affiliates from any and all claims with respect thereto in perpetuity; (xi) the Consents of third parties listed on Section 3.5 of the Company Disclosure Schedules; and (xii) such other certificates or Such other documents reasonably requested by Buyer and necessary relating to effectuate and consummate the transactions contemplated by this Agreement and as the Buyer Public OfferingInvestor or its counsel may reasonably request.