Common use of Deliveries of Parent Clause in Contracts

Deliveries of Parent. At Closing, Parent and Merger Sub shall deliver the following documents to the Company: (a) Certificate, dated the Closing Date, executed on behalf of the Parent and Merger Sub by their Chief Executive Officer or other duly authorized officers, certifying the following: (i) the representations and warranties of Parent and Merger Sub under this Agreement are true and correct in all material respects on the Closing Date; (ii) Parent and Merger Sub have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date; and (iii) there does not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default of Event of Default, and since the Parent Balance Sheet Date, there has been no change that has or will have a Material Adverse Effect on the Parent. (b) An opinion of Pxxxxxxx & Sxxxxxxxx LLP, counsel for Parent and Merger Sub, to the effect set forth in Exhibit D hereto. (c) Certificates, dated the Closing Date, executed by the Secretary of the Parent and the Secretary of Merger Sub, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Merger and exchange shall have been duly made or obtained, and all material consents by third parties required for the Merger and exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (d) Copies of resolutions of Parent’s and Merger Sub’s Boards of Directors, certified by the Secretary, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger and exchange and all other documents and instruments to be delivered by it pursuant hereto. (e) Certificates of incumbency executed by the Secretary of Parent and the Secretary of Merger Sub certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Articles of Incorporation and By-laws of Parent and Merger Sub appended thereto have not been amended or modified. (f) A certificate of the Transfer Agent, certifying as of the business day prior to the date of the Merger and exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (g) A letter from the Transfer Agent setting forth the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the closing of the Merger and exchange (including the cancellation of the 23,000,000 shares of common stock of the Company). (h) the executed resignation of Axxxxx Jxxx Xxxxxx as a director and officer of Parent. (i) Evidence as of a recent date of the good standing and corporate existence of Parent and Merger Sub issued by the Secretary of State of the State of Nevada and evidence that the Parent and Merger Sub are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (j) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request.

Deliveries of Parent. At Closing, Parent and Merger Sub shall deliver the following documents to the Company: (a) CertificateA certificate, dated the Closing Date, executed on its behalf of the Parent and Merger Sub by their Chief Executive Officer its President or other duly authorized officers, certifying the following: (i) the representations and warranties of Parent and Merger Sub under this Agreement are true and correct in all material respects on the Closing Date; (ii) Parent and Merger Sub have has performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them it on or before the Closing Date; and (iii) there does not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default of Event of Default, and since the Parent Balance Sheet Date, there has been no change that has or will have a Material Adverse Effect on the Parent. (b) An opinion of Pxxxxxxx & Sxxxxxxxx Xxxxxxxxx Xxxxxxx, LLP, New York, New York, special counsel for Parent and Merger SubParent, to the effect set forth in Exhibit D F hereto. (c) CertificatesA certificate, dated the Closing Date, executed by the Secretary of the Parent and the Secretary of Merger SubParent, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Merger and exchange Exchange shall have been duly made or obtained, and all material consents by third parties required for the Merger and exchange Exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (d) Copies of resolutions of Parent’s and Merger Sub’s Boards Board of Directors, certified by the Secretary, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger Exchange, the Private Placement and exchange the Stock Repurchase Transaction and all other documents and instruments to be delivered by it pursuant hereto. (e) Certificates A certificate of incumbency executed by the Secretary of Parent and the Secretary of Merger Sub certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Articles Certificate of Incorporation (including the Certificate of Designation of the Series A Convertible Preferred Stock) and By-laws of Parent and Merger Sub appended thereto have not been amended or modified. (f) A certificate of the Continental Stock Transfer Agent& Trust Co., Parent’s transfer agent and registrar, certifying as of the business day prior to the date of any securities are first issued in the Merger Private Placement, and exchangebefore taking into consideration the Exchange and the Stock Repurchase Transaction, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (g) A letter from the Transfer Agent setting forth the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the into consideration the closing of the Merger Exchange and exchange (including the cancellation of the 23,000,000 shares of common stock of the Company)Stock Repurchase Transaction. (h) An agreement in writing from Most & Company, LLP in favor of Parent, in form and substance reasonably satisfactory to the executed resignation Company, to deliver copies of Axxxxx Jxxx Xxxxxx as a director the audit opinions with respect to any and officer all financial statements of Parent that had been audited by such firm and any consents that may be required by Parent to be included in such financial statements in registration statements to be filed in the future by Parent. (i) An agreement in writing from Sherb & Company, LLP in favor of Parent, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm and any consents that may be required by Parent to be included such financial statements in registration statements to be filed in the future by Parent. (i) the executed resignations of Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxxx as directors and officers of Parent, (ii) executed releases from each of Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxxx in the form attached hereto as Exhibit G, and (iii) stock powers executed in blank by Xx. Xxxxxxxx evidencing the cancellation of 69,862,500 shares of Parent Common Stock owned by him, and by Xx. Xxxxxxxx evidencing the cancellation of 675,000 shares of Parent Common Stock owned by her. (k) Evidence as of a recent date of the good standing and corporate existence of Parent and Merger Sub issued by the Secretary of State of the State of Nevada Delaware and evidence that the Parent and Merger Sub are is qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (jl) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request.

Deliveries of Parent. At Closing, Parent and Merger Sub shall deliver the following documents to the Company: (a) Certificate, dated the Closing Date, executed on behalf of the Parent and Merger Sub by their Chief Executive Officer or other duly authorized officers, certifying the following: (i) the representations and warranties of Parent and Merger Sub under this Agreement are true and correct in all material respects on the Closing Date; (ii) Parent and Merger Sub have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date; and (iii) there does not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default of Event of Default, and since the Parent Balance Sheet Date, there has been no change that has or will have a Material Adverse Effect on the Parent. (b) An opinion of Pxxxxxxx Xxxxxxxx & Sxxxxxxxx Xxxxxxxxx LLP, counsel for Parent and Merger Sub, to the effect set forth in Exhibit D hereto. (c) Certificates, dated the Closing Date, executed by the Secretary of the Parent and the Secretary of Merger Sub, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Merger and exchange shall have been duly made or obtained, and all material consents by third parties required for the Merger and exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (d) Copies of resolutions of Parent’s and Merger Sub’s Boards of Directors, certified by the Secretary, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger and exchange and all other documents and instruments to be delivered by it pursuant hereto. (e) Certificates of incumbency executed by the Secretary of Parent and the Secretary of Merger Sub certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Articles of Incorporation and By-laws of Parent and Merger Sub appended thereto have not been amended or modified. (f) A certificate of the Transfer Agent, certifying as of the business day prior to the date of the Merger and exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (g) A letter from the Transfer Agent setting forth the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the closing of the Merger and exchange (including the cancellation of the 23,000,000 shares of common stock of the Company). (h) the executed resignation of Axxxxx Jxxx Xxxxxx Xxxx Xxxxxx as a director and officer of Parent. (i) Evidence as of a recent date of the good standing and corporate existence of Parent and Merger Sub issued by the Secretary of State of the State of Nevada and evidence that the Parent and Merger Sub are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (j) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request.

Deliveries of Parent. At Closing, Parent and Merger Sub shall deliver the following documents to the CompanyCompanies: (a) CertificateA certificate, dated the Closing Date, executed on its behalf of the Parent and Merger Sub by their its Chief Executive Officer or other duly authorized officers, certifying the following: (i) the representations and warranties of Parent and Merger Sub under this Agreement are true and correct in all material respects on the Closing Date; (ii) Parent and Merger Sub have has performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them it on or before the Closing Date; and (iii) there does not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default of Event of Default, and since the Parent Balance Sheet Date, there has been no change that has or will have a Material Adverse Effect on the Parent. (b) An opinion of Pxxxxxxx & Sxxxxxxxx Gxxxxxxxx Traurig, LLP, New York, New York, special counsel for Parent and Merger SubParent, to the effect set forth in Exhibit D F hereto. (c) CertificatesA certificate, dated the Closing Date, executed by the Secretary of the Parent and the Secretary of Merger SubParent, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Merger and exchange Exchange shall have been duly made or obtained, and all material consents by third parties required for the Merger and exchange Exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (d) Copies of resolutions of Parent’s and Merger Sub’s Boards Board of Directors, certified by the Secretary, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger Exchange and exchange the Private Placement and all other documents and instruments to be delivered by it pursuant hereto. (e) Certificates A certificate of incumbency executed by the Secretary of Parent and the Secretary of Merger Sub certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Articles Certificate of Incorporation (including the Certificate of Designation of the Series A Convertible Preferred Stock) and By-laws of Parent and Merger Sub appended thereto have not been amended or modified. (f) A certificate of the Island Stock Transfer AgentCompany, Parent’s transfer agent and registrar, certifying as of the business day prior to the date of any securities are first issued in the Merger Private Placement, and exchangebefore taking into consideration the Exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (g) A letter from the Transfer Agent setting forth the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the closing of the Merger and exchange (including the cancellation of the 23,000,000 shares of common stock of the Company)Exchange. (h) An agreement in writing from MxXxxxxx & Associates, P.C. in favor of Parent, in form and substance reasonably satisfactory to the Companies, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm and any consents that may be required by Parent to be included in such financial statements in registration statements to be filed in the future by Parent. (i) the executed resignation of Axxxxx Jxxx Xxxxxx Cxxx Xxxxx as a the sole director and officer of Parent., and (ii) the executed release from Cxxx Xxxxx in the form attached hereto as Exhibit E. (ij) Evidence as of a recent date of the good standing and corporate existence of Parent and Merger Sub issued by the Secretary of State of the State of Nevada Delaware and evidence that the Parent and Merger Sub are is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (jk) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Companies or its counsel may reasonably request.

Deliveries of Parent. At Closing(a) Concurrently herewith, Parent is delivering: (i) to the Shareholder Representative and Merger Sub shall deliver the following documents to the Company:, a copy of this Agreement executed by Parent, together with the Parent Disclosure Schedule; (aii) Certificateto the Company, dated a certificate from Parent, signed by its Secretary or Assistant Secretary certifying that the Closing Date, executed on behalf attached copies of the Parent Charter, Parent Bylaws and Merger Sub resolutions of the Board of Directors of Parent approving the Agreement and the Transactions are all true, complete and correct and remain in full force and effect; (iii) to the Company, a written consent of the Board of Directors authorizing and approving (1) the amendment of the Parent Charter to change Parent’s name to “International Stem Cell Corporation” and increasing the total number of authorized shares of Parent Stock to 220,000,000 shares; (2) the amendment of the Parent Bylaws; and (3) the adoption of a Stock Option Plan, approved by their the Company; (iv) to the Company, in connection with the matters set froth in Section 5.02(a)(iii) hereof, a duly executed Information Statement on Schedule 14C (the “Information Statement”) which shall be filed prior to the Form 8-K related to the Transactions; (v) to the Company, evidence of the appointment of Kxxxxxx Xxxxxxx as the Chairman of the Board of Directors of Parent and election of each of Jxxx Xxxxxxx, as the Chief Executive Officer; Jxxxxxx Xxxxx as the President and Wxxxxxx X. Xxxxx as the Chief Financial Officer or other duly of Parent, effective upon execution of this Agreement by Parent; (vi) to the Company, a letter of resignation executed by Txxxxxx Xxxxxx providing that Mx. Xxxxxx shall resign from the Board of Directors effective upon the tenth day after the mailing of the Schedule 14f-1; (vii) to the Company, an irrevocable letter of instruction to the transfer agent for the Parent Stock instructing such transfer agent to issue new shares of Parent Stock issued to such Shareholders as set forth on Exhibit A attached hereto, in book-entry form. It being understood that as a result of the name change and the related change in CUSIP Number, the share certificates representing the Shares shall not be issued until the name change of Parent is effective; (viii) to the Company, the SEC Exxxx Filing Codes for Parent; and (ix) to the Company, a certificate from Parent, signed by its authorized officers, officer certifying the following: (i) that the representations and warranties contained in Article IV of Parent and Merger Sub under this Agreement are true and correct accurate in all material respects, as of the date hereof, with the same effect as though expressly made at the Closing, and that Parent has performed in all material respects on the Closing Date; (ii) Parent all agreements and Merger Sub have performed covenants and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date; and (iii) there does not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default of Event of Default, and since the Parent Balance Sheet Date, there has been no change that has or will have a Material Adverse Effect on the Parent. (b) An opinion of Pxxxxxxx & Sxxxxxxxx LLP, counsel for Parent and Merger Sub, to the effect set forth contained in Exhibit D hereto. (c) Certificates, dated the Closing Date, executed by the Secretary of the Parent and the Secretary of Merger Sub, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Merger and exchange shall have been duly made or obtained, and all material consents by third parties required for the Merger and exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (d) Copies of resolutions of Parent’s and Merger Sub’s Boards of Directors, certified by the Secretary, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger and exchange and all other documents and instruments to be delivered by it pursuant hereto. (e) Certificates of incumbency executed by the Secretary of Parent and the Secretary of Merger Sub certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Articles of Incorporation and By-laws of Parent and Merger Sub appended thereto have not been amended or modified. (f) A certificate of the Transfer Agent, certifying as of the business day prior to the date of the Merger and exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record ownerhereof. (g) A letter from the Transfer Agent setting forth the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date after taking into consideration the closing of the Merger and exchange (including the cancellation of the 23,000,000 shares of common stock of the Company). (h) the executed resignation of Axxxxx Jxxx Xxxxxx as a director and officer of Parent. (i) Evidence as of a recent date of the good standing and corporate existence of Parent and Merger Sub issued by the Secretary of State of the State of Nevada and evidence that the Parent and Merger Sub are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (j) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request.