Common use of Company’s Deliveries at Closing Clause in Contracts

Company’s Deliveries at Closing. At the Closing, the Company shall deliver or cause to be delivered to Target and the Selling Stockholders all of the following: (a) Certificates representing the Initial Shares, registered in the names of the Selling Stockholders; (b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing. (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement; (d) Written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target and the Selling Stockholders; (e) Written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined in Section 6.3); (f) A form of Amendment (as defined in Section 6.1); (g) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of the Closing; (h) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (i) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (j) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company following documents shall deliver be delivered (or cause caused to be delivered delivered) by the Company to the Target and each of the Selling Stockholders all of the followingStockholders: (a) Certificates representing the Initial Shares, registered in the names such Selling Stockholder’s pro-rata share of the Selling StockholdersCommon Shares and the Preferred Shares; (b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing.; (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Common Shares, the Preferred Shares and the Conversion Shares and resolutions reserving for issuance out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, at least 17,128,572 shares of Common Stock; (d) Written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target and the Selling Stockholders; (e) Written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined in Section 6.3); (f) A form of Amendment (as defined in Section 6.1); (g) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of the Closing. (e) A form of Amendment (as defined in Section 6.1); (hf) Evidence of filing of the Certificate of Designations with the Delaware Secretary of State; (g) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (ih) A certificate of good standing of the Company from the State of Nevada Delaware as of the most recent practicable date; and (ji) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company following documents shall deliver be delivered (or cause caused to be delivered delivered) by the Company to the Target and each of the Selling Stockholders all of the followingStockholders: (a) Certificates representing such Selling Stockholder’s pro-rata share of the Initial Shares, registered in the names of the Selling Stockholders; (b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing.; (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares; (d) Written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target and the Selling Stockholders; (e) Written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined in Section 6.3); (f) A form of Amendment (as defined in Section 6.1); (g) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of the Closing. (e) A form of Amendment (as defined in Section 6.1); (hf) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (ig) A certificate of good standing of the Company from the State of Nevada Delaware as of the most recent practicable date; and (jh) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company shall deliver or cause to be delivered to Target and the Selling Stockholders all of the following: (a) Certificates representing the Initial Company Shares, registered in the names of the Selling Stockholders; (b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing. (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement; (d) Written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target and the Selling Stockholders; (e) Written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined in Section 6.3); (f) A form of Amendment (as defined in Section 6.1); (g) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of the Closing; (h) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (i) A certificate of good standing of the Company from the State of Nevada Utah as of the most recent practicable date; and (j) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company shall deliver or cause to be delivered to Target Ding Dong and the Selling Exchanging Stockholders all of the following: (a) Certificates representing the Initial Company Shares, registered in the names of the Selling Exchanging Stockholders; (b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the TargetDing Dong, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreementsPlans, covenants, obligations and conditions required by this Agreement Plan to be performed or complied with by the Company on or prior to the Closing. (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this AgreementPlan; (d) Written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target Ding Dong and the Selling Exchanging Stockholders; (e) Written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined in Section 6.3); (f) A form of Amendment (as defined in Section 6.1); (gf) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of the Closing; (hg) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (ih) A certificate of good standing of the Company from the State of Nevada Delaware as of the most recent practicable date; and (ji) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company shall deliver or cause to be delivered to the Target and the Selling Stockholders all of the following: (a) Certificates certificates representing the Initial Company Shares, registered in the names of the Selling Stockholdersstockholders of the Target (as of the Closing); (b) A certificate of an officer of the Notes, duly executed by the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing.; (c) Certified certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement; (d) Written certified resolutions of the Board of Directors and Stockholders of the Merger Sub authorizing the consummation of the transactions contemplated by this Agreement; (e) written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target and the Selling StockholdersTarget; (ef) Written written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined Closing Date in Section 6.3); (f) A form of Amendment (as defined in Section 6.1)satisfactory to Target; (g) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days certified resolutions of the ClosingBoard of Directors of the Company appointing the officers and directors of Target (or their designees) as the officers and directors of the Company; (h) Any notices an irrevocable proxy executed by Xxxxxxx XxXxxxxxx in the form attached hereto as Exhibit C with respect to all shares of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods thereforCompany Common Stock held by him; (i) A a certificate of good standing the Company, in form and substance reasonably satisfactory to the Target, dated the Closing Date and signed by the President and the Chief Financial Officer of the Company from Target evidencing compliance with the State of Nevada as of the most recent practicable dateconditions set forth in Sections 6.1(a) and 6.1(b); and (j) Such such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company shall deliver or cause to be delivered to Target and the Selling Stockholders all of the following: (a) Certificates representing the Initial Company Shares, registered in the names of the Selling Stockholders; (b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing. (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement; (d) Written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target and the Selling Stockholders; (e) Written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined in Section 6.3); (f) lock-up agreements in in form satisfactory to Target and the Selling Stockholders (the "Lock-Up Agreements") from those persons listed on Schedule 5.1(f). (g) A form of Amendment (as defined in Section 6.1); (gh) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of the Closing; (hi) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (ij) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (jk) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.