Common use of Deliveries by Parent and Merger Sub Clause in Contracts

Deliveries by Parent and Merger Sub. At the Closing, Parent and Merger Sub shall deliver the following in accordance with the applicable provisions of this Agreement: (i) the cash deliverable (A) as Net Merger Consideration pursuant to Section 1.6(b), to the Exchange Agent for distribution to the Effective Time Holders in accordance with their Ownership Interest Share, and (B) as the Unaccredited Investor Amount, if required under Section 4.4(c), to the Exchange Agent for distribution to those Effective Time Holders who are Unaccredited Investors, in accordance with the ratios that the Ownership Interest Share of each such Unaccredited Investor bears to the Ownership Interest Share of all such Unaccredited Investors; (ii) a counterpart of the Escrow Agreement, executed by Parent, to the Representative and the Escrow Agent; (iii) the Escrowed Shares and Escrowed Cash, to the Escrow Agent; (iv) a counterpart of the Exchange Agent Agreement (including reservation of Shares of Parent Common Stock deliverable as Net Merger Consideration pursuant to Section 1.6(b) for book entry transfer by the Exchange Agent as provided in the Exchange Agent Agreement), executed by Parent and the Exchange Agent, to the Representative; (v) a certificate of Parent and Merger Sub duly executed by an officer of each of Parent and Merger Sub certifying in his or her capacity as an officer and not in his or her capacity as an individual, the satisfaction of the conditions set forth in Sections 5.3(a), (b) and (d), to the Representative; (vi) resolutions authorizing the appointment of the Appointee Director to the Parent Board effective on the Closing Date; and (vii) a counterpart of the Consulting Agreement, executed by the Surviving Company.

Deliveries by Parent and Merger Sub. At the Closing, Parent and Merger Sub shall deliver will deliver: (1) To the following Exchange Agent, the Closing Date Merger Consideration; (2) to Stockholders’ Representative and the Company: (a) a certificate of the Chief Executive Officer of Parent and Merger Sub, dated as of the Closing Date, certifying: (i) resolutions of Parent and Merger Sub’s boards of directors (A) authorizing and approving the Contemplated Transactions, including approval of this Agreement and “plan of merger” contained in this Agreement in accordance with the applicable provisions DGCL, (B) directing that the “agreement of merger” contained in this Agreement: (i) the cash deliverable (A) Agreement be submitted to Parent, as Net Merger Consideration pursuant to Section 1.6(b)Sub’s sole stockholder, to the Exchange Agent for distribution to the Effective Time Holders in accordance with their Ownership Interest Shareadoption, and (BC) as authorizing and approving the Unaccredited Investor Amountexecution, if required under Section 4.4(c), to delivery and performance of the Exchange Agent for distribution to those Effective Time Holders who are Unaccredited Investors, in accordance with the ratios that the Ownership Interest Share of each such Unaccredited Investor bears to the Ownership Interest Share of all such Unaccredited Investors; Transaction Agreements; (ii) a counterpart resolutions of the Escrow Parent, as sole stockholder of Merger Sub, adopting this Agreement, executed by Parentincluding the “agreement of merger” contained herein, to the Representative and the Escrow Agent; Merger; (iii) resolutions of Parent’s board of directors authorizing and approving the Escrowed Shares Contemplated Transactions and Escrowed Cashthe execution, to delivery and performance of the Escrow Agent; Transaction Agreements; (iv) a counterpart resolutions of Parent’s shareholders, evidencing the adoption of the Exchange Agent Agreement (including reservation of Shares of Parent Common Stock deliverable as Net Merger Consideration pursuant to Section 1.6(b) for book entry transfer by the Exchange Agent as provided in the Exchange Agent Agreement), executed by Parent Proposals; and the Exchange Agent, to the Representative; (v) a certificate the incumbency and signatures of the officers of Parent and Merger Sub duly executed who are executing this Agreement and any other certificate or document delivered by an officer them in connection with this Agreement; (b) a certificate of each good standing of Parent and Merger Sub (or the local Law equivalent, if any); (c) a certificate signed by Parent and Merger Sub, certifying in his or her capacity as an officer and not in his or her capacity as an individual, to the satisfaction fulfillment of the conditions set forth specified in Sections 5.3(a), (b) Section 7.1 and (d), to the RepresentativeSection 7.2; (vid) resolutions authorizing the appointment of the Appointee Director to the Escrow Agreement, duly executed by Parent Board effective on the Closing Dateand Merger Sub; and (viie) a counterpart of the Consulting Exchange Agent Agreement, duly executed by the Surviving CompanyParent.

Deliveries by Parent and Merger Sub. At Upon the Closingterms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Company contained herein, Parent and Merger Sub shall deliver (or cause to be delivered) to the Company, at the Closing on the Closing Date, the following (reasonably satisfactory in accordance with form and substance to the applicable provisions of this Agreement:Company and its legal counsel): (i) the cash deliverable (A) as Net Merger Consideration pursuant to Section 1.6(b), to the Exchange Agent for distribution to the Effective Time Holders in accordance with their Ownership Interest Share, and (B) as the Unaccredited Investor Amount, if required under Section 4.4(c), to the Exchange Agent for distribution to those Effective Time Holders who are Unaccredited Investors, in accordance with the ratios that the Ownership Interest Share of each such Unaccredited Investor bears to the Ownership Interest Share of all such Unaccredited Investors; (ii) a counterpart of the Escrow Agreement, certificate executed by Parent, to the Representative and the Escrow Agent; (iii) the Escrowed Shares and Escrowed Cash, to the Escrow Agent; (iv) a counterpart of the Exchange Agent Agreement (including reservation of Shares of Parent Common Stock deliverable as Net Merger Consideration pursuant to Section 1.6(b) for book entry transfer by the Exchange Agent as provided in the Exchange Agent Agreement), executed by Parent and the Exchange Agent, to the Representative; (v) a certificate of Parent and Merger Sub duly executed by Secretary or an officer Assistant Secretary of each of Parent and Merger Sub certifying in his or her capacity as an officer of the Closing Date (A) a true and not in his or her capacity complete copy of the articles of incorporation and articles of continuance of Parent, certified as an individualof a recent date by Industry Canada, and the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true and complete copy of the bylaws of each of Parent and Merger Sub; (C) a true and complete copy of the resolutions of the boards of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement, the satisfaction Ancillary Agreements and the consummation of the conditions transactions contemplated hereby and thereby and (D) incumbency matters; (ii) a certificate of compliance of Parent dated as of a recent date prior to Closing issued by Industry Canada, and a certificate of good standing of Merger Sub, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware; (iii) the Escrow Agreement, executed by Parent; (iv) a certificate executed by an executive officer of Parent and Merger Sub certifying as to the matters set forth in Sections 5.3(a), (bSection 6.1.(a) and (d), to the Representative; (vi) resolutions authorizing the appointment hereof as of the Appointee Director to the Parent Board effective on the Closing Date; and (viiv) a counterpart such other documents and instruments as in the opinion of counsel for the Consulting Agreement, executed by Company may be reasonably required to effectuate the Surviving Companyterms of this Agreement and to comply with the terms hereof.

Deliveries by Parent and Merger Sub. At Upon the Closingterms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Company contained herein, Parent and Merger Sub shall deliver (or cause to be delivered) to the Company, at the Closing on the Closing Date, the following (reasonably satisfactory in accordance with form and substance to the applicable provisions of this Agreement:Company and its legal counsel): (i) the cash deliverable (A) as Net Merger Consideration pursuant to Section 1.6(b), to the Exchange Agent for distribution to the Effective Time Holders in accordance with their Ownership Interest Share, and (B) as the Unaccredited Investor Amount, if required under Section 4.4(c), to the Exchange Agent for distribution to those Effective Time Holders who are Unaccredited Investors, in accordance with the ratios that the Ownership Interest Share of each such Unaccredited Investor bears to the Ownership Interest Share of all such Unaccredited Investors; (ii) a counterpart of the Escrow Agreement, certificate executed by Parent, to the Representative and the Escrow Agent; (iii) the Escrowed Shares and Escrowed Cash, to the Escrow Agent; (iv) a counterpart of the Exchange Agent Agreement (including reservation of Shares of Parent Common Stock deliverable as Net Merger Consideration pursuant to Section 1.6(b) for book entry transfer by the Exchange Agent as provided in the Exchange Agent Agreement), executed by Parent and the Exchange Agent, to the Representative; (v) a certificate of Parent and Merger Sub duly executed by Secretary or an officer Assistant Secretary of each of Parent and Merger Sub certifying in his or her capacity as an officer of the Closing Date (A) a true and not in his or her capacity complete copy of the certificate of incorporation of Parent and the certificate of incorporation of Merger Sub, each certified as an individualof a recent date by the Secretary of State of the State of Delaware, (B) a true and complete copy of the bylaws of each of Parent and Merger Sub; (C) a true and complete copy of the resolutions of the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement, the satisfaction Ancillary Agreements and the consummation of the conditions transactions contemplated hereby and thereby and (D) incumbency matters; (ii) a certificate of good standing and/or subsistence of Parent and Merger Sub, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware; (iii) a certificate executed by an executive officer of Parent and Merger Sub certifying as to the matters set forth in Sections 5.3(a), (bSection 6.1(a) and (d), to the Representative; (vi) resolutions authorizing the appointment hereof as of the Appointee Director to the Parent Board effective on the Closing Date; and (viiiv) a counterpart of the Consulting Escrow Agreement, executed by the Surviving CompanyParent.

Deliveries by Parent and Merger Sub. At Upon the Closingterms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Company contained herein, Parent and Merger Sub shall deliver (or cause to be delivered) to the Company, at the Closing on the Closing Date, the following (reasonably satisfactory in accordance with form and substance to the applicable provisions of this Agreement:Company and its legal counsel): (i) the cash deliverable (A) as Net Merger Consideration pursuant to Section 1.6(b), to the Exchange Agent for distribution to the Effective Time Holders in accordance with their Ownership Interest Share, and (B) as the Unaccredited Investor Amount, if required under Section 4.4(c), to the Exchange Agent for distribution to those Effective Time Holders who are Unaccredited Investors, in accordance with the ratios that the Ownership Interest Share of each such Unaccredited Investor bears to the Ownership Interest Share of all such Unaccredited Investors; (ii) a counterpart of the Escrow Agreement, certificate executed by Parent, to the Representative and the Escrow Agent; (iii) the Escrowed Shares and Escrowed Cash, to the Escrow Agent; (iv) a counterpart of the Exchange Agent Agreement (including reservation of Shares of Parent Common Stock deliverable as Net Merger Consideration pursuant to Section 1.6(b) for book entry transfer by the Exchange Agent as provided in the Exchange Agent Agreement), executed by Parent and the Exchange Agent, to the Representative; (v) a certificate of Parent and Merger Sub duly executed by Secretary or an officer Assistant Secretary of each of Parent and Merger Sub certifying in his or her capacity as an officer of the Closing Date (A) a true and not in his or her capacity complete copy of the certificate of incorporation of Parent and the certificate of incorporation of Merger Sub, each certified as an individualof a recent date by the Secretary of State of the State of Delaware, (B) a true and complete copy of the bylaws of each of Parent and Merger Sub; (C) a true and complete copy of the resolutions of the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement, the satisfaction Ancillary Agreements and the consummation of the conditions transactions contemplated hereby and thereby and (D) incumbency matters; (ii) a certificate of good standing and/or subsistence of Parent and Merger Sub, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware; (iii) the Escrow Agreement, executed by Parent; (iv) The Company Designees have been appointed as directors of Parent and Parent has delivered evidence of such effective appointment; (v) a certificate executed by an executive officer of Parent and Merger Sub certifying as to the matters set forth in Sections 5.3(a), (bSection 6.1.(a) and (d), to hereof as of the RepresentativeClosing Date; (vi) resolutions authorizing the appointment secured guarantees by Parent, in form and substance attached hereto as Exhibit D (with such changes as Parent may reasonably request) of the Appointee Director refinancing agreements referred to the Parent Board effective on the Closing Datein clause (b)(viii) of this Section 2.2; and (vii) a counterpart such other documents and instruments as in the opinion of counsel for the Consulting Agreement, executed by Company may be reasonably required to effectuate the Surviving Companyterms of this Agreement and to comply with the terms hereof.