DELIVERIES BY STOCKHOLDERS
At Closing. Stockholders shall deliver, or cause to be delivered, to FLIR the following: 3.2.1 The certificates representing the Target Stock, duly endorsed in blank or with duly executed stock powers or instruments of conveyance attached; 3.2.2 Duly executed original counterparts of a Registration Rights Agreement in substantially the form of attached Exhibit 3.2.2 (the "Registration Rights Agreement"); 3.2.3 Spectra's Bring-Down Certificate (hereinafter defined); 3.2.4 A certified copy of the resolutions duly adopted by the Board of Directors and stockholders of each of the Spectra Companies authorizing the Transaction; 3.2.5 Opinions of counsel for the Spectra Companies and the XXXXX Companies, dated as of the Closing Date, to the effect and substantially in the form set forth in Exhibit 3.2.5; 3.2.6 An affidavit executed by Pharos to the effect that Pharos is not a "foreign person" within the meaning of Section 1445 of the Code; 3.2.7 Affidavits executed by each of the XXXXX Companies (other than XXXXX USA) that it has not made an election, pursuant to Section 897(i) of the Code and US Treasury Regulations Section 1.897-3, to be treated as a U.S. domestic corporation for purposes of Code Sections 897, 1445 and 6039C; 3.2.8 Evidence satisfactory to FLIR that the European Subsidiaries Stock has been duly registered in XXXXX'x name on the share transfer books and official registries of the European Subsidiaries; 8
DELIVERIES BY STOCKHOLDERS
At Closing. At the Closing, Stockholders will ------------------------------------- deliver or cause to be delivered to Buyer the following in form and substance reasonably acceptable to counsel to Buyer:
