Common use of Executed Agreements and Certificates Clause in Contracts

Executed Agreements and Certificates. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a certificate of a secretary or assistant secretary(the Secretary’s Certificate”), or equivalent officer, of Seller certifying copies of (A) for each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of Seller and the Company authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the Company, the transfer of the Company Shares and (subject only to due stamping) the registration, in the register of members, of Purchaser as the holder of the Company Common Stock following the Closing, and the incumbency and signatures of officers of Seller and the Company executing this Agreement; (ii) a certificate executed on behalf of Seller by its Chief Executive Officer and its Chief Financial Officer (the “Seller Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(f), 8.02(g) 8.02(h) and 8.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness; (iii) the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as of the Closing and in a form reasonably acceptable to Purchaser and; (iv) for each Acquired Company, stock certificates representing all of the issued and outstanding shares of capital stock of such Acquired Company; (v) all of the statutory and other books (duly written up to date) of each Acquired Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law; and

Executed Agreements and Certificates. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i1) a certificate this Agreement executed by Selling Shareholders holding in excess of a secretary or assistant secretary(the Secretary’s Certificate”), or equivalent officer, of Seller certifying copies of ninety-five percent (A) for each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority95%) of its jurisdiction the issued and outstanding Company Shares, including Company Shares issued or issuable upon exercise of incorporationCompany Warrants outstanding on the date hereof; provided that, in no event shall Purchaser be required to consummate the Transactions within a date that is the later of one (1) month from the date the Bring Along Notice is delivered to Non-Execution Shareholders or such date as a final decision in a court of law is issued in connection with a compulsory acquisition under Section 341 of the Israeli Companies Law, without receiving executed signature pages to this Agreement by Selling Shareholders holding one hundred percent (100%) of the issued and bylawsoutstanding Company Shares, each as amended, and including Company Shares issued or issuable upon exercise of Company Warrants outstanding on the date hereof; (B2) the resolutions of Seller and the Company authorizing the execution, delivery and performance of this Escrow Agreement and the Transaction and, substantially in the case form attached as Exhibit D, executed by each of the CompanyHolder Representatives (on behalf of himself and each Participating Rights Holder); (3) Lockup Agreements, the transfer executed by Principal Shareholders holding at least an aggregate of ninety percent (90%) of the issued and outstanding Company Shares; (4) holders of at least an aggregate of seventy-five percent (75%) of Company Shares that would be issuable upon exercise of Vested Company Options issued and (subject only outstanding immediately prior to due stamping) the registration, in the register of members, of Closing shall deliver to Purchaser as the holder of the Company Common Stock following the Closing, and the incumbency and signatures of officers of Seller and the Company executing this a duly executed Option Acknowledgment Agreement; (ii5) a certificate certificate, in the form attached hereto as Exhibit Q, executed on behalf of Seller the Company by its Chief Executive Officer and its Chief Financial Officer (the “Seller Company Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a9.02(a)(i), 8.02(b9.02(b)(i), 8.02(d9.02(e)(i) 9.02(g), 8.02(f), 8.02(g) 8.02(h9.02(h) and 8.02(i9.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness; (iii6) the written resignations or related waivers Consideration Allocation Certificate, executed on behalf of the Company by its Chief Executive Officer and releases Chief Financial Officer and by the Holder Representatives; (7) a certificate, in the form attached hereto as Exhibit R, executed on behalf of claims listed on Schedule 8.02(e) each Selling Shareholder by the Holder Representatives (the “ResignationsSelling Shareholder Certificate”)) and containing representations and warranties of the Selling Shareholders to the effect that the conditions set forth in Sections 9.02(a)(ii) and 9.02(b)(ii) have been duly satisfied; (8) a legal opinion of Shenhav & Co. Law Offices, Xxxxxx, Xxx and Xxxxxx, & Co., legal counsels to the Company, in the form attached hereto as Exhibit T and Exhibit U, respectively (9) Non-competition Agreements, executed by each of the Key Employees listed in Schedule 1; (10) written resignations of all directors of each Acquired Company, to be effective as of the Closing and in a form reasonably acceptable to Purchaser andDate; (iv11) for each Acquired CompanyPaying Agent Agreement substantially in the form of Exhibit Y (the “Paying Agent Agreement”), stock certificates representing all of executed by the issued and outstanding shares of capital stock of such Acquired CompanyHolder Representatives; (v12) all a certificate executed by the Chief Financial Officer of the statutory and other books Company updating Section 3.24 of the Company Disclosure Schedule as of the Closing (duly written up such certificate shall be referred to date) of each Acquired Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in as the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law“Transaction Expenses Certificate”); and (13) a certificate executed by the Chief Executive Officer of the Company attaching and certifying the resolutions of the board of directors of the Company approving this Agreement and the transactions contemplated hereby.

Executed Agreements and Certificates. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) (A) Payoff Letters from each creditor to which Closing Indebtedness is owed as of the Closing Date, each in form and substance satisfactory to Purchaser, or such other appropriate documentation with respect to the satisfaction and cancelation of Closing Indebtedness; (B) invoices from each Person with which Acquired Company Transaction Expenses have been incurred and remain unpaid as of the Closing Date, and (C) Lien Releases in accordance with Section 5.06; (ii) a certificate of a secretary or assistant secretary(the secretary, or equivalent officer (a “Secretary’s Certificate”), or equivalent officer, of Seller GGC and certifying copies of (A) for each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of Seller Sellers and the Company GGC authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the CompanyGGC, the transfer of the Company Shares their equity securities and (subject only to due stamping) the registration, in the register of members, of Purchaser as the sole holder of the Company Common Stock equity securities of GGC following the Closing, and the incumbency and signatures of officers of Seller and the Company GGC executing this Agreement; (iiiii) a certificate executed on behalf of Seller GGC by its Chief Executive Officer and its or Chief Financial Officer or persons preforming similar functions (the an “Seller Closing Officers Certificate”) and containing representations and warranties of the Company GGC, (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(c) 8.02(d), 8.02(f), 8.02(g) and 8.02(h) and 8.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Purchaser or such other appropriate documentation with respect to the satisfaction and cancelation of all Closing Indebtedness; (iii) the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as and (C) specifying the total amount of the Closing Acquired Company Transaction Expenses (and in a form reasonably acceptable attaching thereto an accurate and complete copy of each Invoice not previously delivered to Purchaser andPurchaser); (iv) for each Acquired Company, Membership Unit certificates (if any) or stock certificates representing all of the issued and outstanding Membership Units or shares of capital stock stock, as applicable, of such Acquired Company;; and (v) all of the statutory and other books (duly written up to date) of each Acquired Company and all certificates certificates/articles of incorporation, certificates of formation, certificates of incorporation or formation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law; and.

Executed Agreements and Certificates. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a certificate of a secretary or assistant secretary(the secretary (the Secretary’s Certificate”), or equivalent officer, of each Seller certifying copies of (A) for each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of each Seller and the Company authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the Company, the transfer of the Company Shares and (subject only to due stamping) the registration, in the register of members, of Purchaser as the holder of the Company Common Stock Shares following the Closing, and the incumbency and signatures of officers of each Seller and the Company executing this Agreement; (ii) a certificate executed on behalf of each Seller by its Chief Executive Officer and its Chief Financial Officer (the “Seller Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(f), 8.02(g) 8.02(h) and 8.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness; (iii) the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as of the Closing and in a form reasonably acceptable to Purchaser andPurchaser; (iv) for each Acquired Company, stock share certificates representing all of the issued and outstanding shares of capital stock share of such Acquired Company;; and (v) all of the statutory and other books (duly written up to date) of each Acquired Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law; and.

Executed Agreements and Certificates. Purchaser The Buying Parties shall have received the following agreements and documents, each of which shall be in full force and effect: (i) A PCAOB registered accounting firm financial audit (the “Audit”) of the Company, as of and for the year ending December 31, 2020, and a financial review (the “Review”) of the Company for the nine (9) month periods ended September 30, 2021 (the “Interim Financial Statements”), all prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”); (ii) a certificate of a secretary or assistant secretary(the secretary (a “Secretary’s Certificate”) of the Company, as set forth in Section 2.3(b)(vii), or equivalent officer, of Seller certifying and three (3) certified copies of (A) for each Acquired Company, its charter documents as certified by the Secretary Certificate of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, Incorporation and bylaws, each as amended, Bylaws and (B) the resolutions of Seller and the Company and NFHI authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the Company, and the transfer of the Company Shares and (subject only to due stamping) the registration, in the updated register of members, of Purchaser Company’s stock ownership evidencing the Buyer as the sole holder of the Company Common Stock following Shares as of the Closing, and the incumbency and signatures of officers of Seller and the Company executing this Agreement; (iiiii) a certificate executed on behalf of Seller the Company by its Chief Executive Officer and its or Chief Financial Officer or persons preforming similar functions (the an “Seller Closing Officer’s Certificate”) and containing representations and warranties of the Company (A) Company, to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(f), 8.02(g) 8.02(h) and 8.02(i) Section 3.1 have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness; (iii) the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as of the Closing and in a form reasonably acceptable to Purchaser and; (iv) for each Acquired Company, stock certificates representing all the Assignment of the issued and outstanding shares of capital stock of such Acquired CompanyShares; (v) Closing Indebtedness Certificate (as defined below); (vi) Closing Transaction Expenses Certificate (as defined below); (vii) all of the statutory and other books (duly written up to date) of each Acquired the Company; (viii) the executed consents, including the consent needed pursuant to any regulatory transfer consents from the FDA or other governmental authority (the “Third Party Consents”) for the Contracts identified on Schedule 5.1(viii); (ix) the Requisite Parent Stockholder Approval, as set forth in Section 2.2.1; (x) the executed Transition Advisory Agreements; (xi) the executed Stockholders Agreement; (xii) the executed Voting Agreement; (xiii) the executed SRM Purchase Agreement, subject to the terms and condition set forth in Section 4.1 to this Agreement; (xiv) any other documentation that effectuates this Agreement or any amendment hereto, as the Buyer may request, including proof that all taxes, assessments, wages, and insurance premiums have been paid in full or will be paid in full as of the Closing Date; (xv) a good standing certificate for Company dated no earlier than seven (7) days prior to the Closing Date issued by the Delaware Secretary of State or other applicable governmental authority;and (xvi) The Parent’s board of directors has received the written opinion of an independent as financial advisor to the Parent to that effect that as of the date of such opinion, and all certificates of incorporationsubject to the factors and assumptions set forth therein, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required Preferred Stock Consideration to be kept by Applicable Law; andpaid to the Sellers is fair to such holders from a financial point of view.

Executed Agreements and Certificates. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) the escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”), duly executed by the Escrow Agent and Seller; (ii) a certificate pursuant to U.S. Treasury Regulations section 1.1445-2(b), in a form reasonably acceptable to Purchaser, duly executed and acknowledged by Seller; (iii) (A) Payoff Letters from each creditor to which Closing Indebtedness is owed as of the Closing Date, each in form and substance satisfactory to Purchaser, or such other appropriate documentation with respect to the satisfaction and cancelation of Closing Indebtedness; (B) invoices from each Person with which Acquired Company Transaction Expenses have been incurred and remain unpaid as of the Closing Date, and (C) Lien Releases in accordance with Section 5.06; (iv) a certificate of a secretary or assistant secretary(the Secretary’s Certificate”)secretary, or equivalent officer, of Seller certifying copies of (A) for each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of Seller and the Company authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the Company, the transfer of the Company Shares Common Stock and (subject only to due stamping) the registration, in the register of members, of Purchaser as the holder of the Company Common Stock following the Closing, and the incumbency and signatures of officers of Seller and the Company executing this Agreement; (iiv) a certificate executed on behalf of Seller by its Chief Executive Officer and its Chief Financial Officer (the “Seller Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(f), 8.02(g) and 8.02(h) and 8.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Purchaser or such other appropriate documentation with respect to the satisfaction and cancelation of all Closing Indebtedness), and (C) specifying the total amount of the Acquired Company Transaction Expenses (and attaching thereto an accurate and complete copy of each Invoice not previously delivered to Purchaser); (iiivi) the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as of the Closing and in a form reasonably acceptable to Purchaser and; (ivvii) for each Acquired Company, stock certificates representing all of the issued and outstanding shares of capital stock of such Acquired Company; (vviii) all of the statutory and other books (duly written up to date) of each Acquired Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law; and (ix) the transition services agreement, in the form attached hereto as Exhibit D, duly executed by Seller.

Executed Agreements and Certificates. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) (A) Payoff Letters from each creditor to which Closing Indebtedness is owed as of the Closing Date, each in form and substance satisfactory to Purchaser, or such other appropriate documentation with respect to the satisfaction and cancelation of Closing Indebtedness; (B) invoices from each Person with which Acquired Company Transaction Expenses have been incurred and remain unpaid as of the Closing Date, and (C) Lien Releases in accordance with Section 5.06; (ii) a certificate of a secretary or assistant secretary(the secretary, or equivalent officer (a “Secretary’s Certificate”), or equivalent officer, of Seller Helix certifying copies of (A) for each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of Seller Sellers and the Company Helix authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the CompanyHelix, the transfer of the Company Shares their equity securities and (subject only to due stamping) the registration, in the register of members, of Purchaser as the sole holder of the Company Common Stock equity securities of Helix following the Closing, and the incumbency and signatures of officers of Seller and the Company Helix executing this Agreement; (iiiii) a certificate executed on behalf of Seller Helix by its Chief Executive Officer and its or Chief Financial Officer or persons preforming similar functions (the an “Seller Closing Officers Certificate”) and containing representations and warranties of the Company Helix, (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(c) 8.02(d), 8.02(f), 8.02(g) and 8.02(h) and 8.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Purchaser or such other appropriate documentation with respect to the satisfaction and cancelation of all Closing Indebtedness; (iii) the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as and (C) specifying the total amount of the Closing Acquired Company Transaction Expenses (and in a form reasonably acceptable attaching thereto an accurate and complete copy of each Invoice not previously delivered to Purchaser andPurchaser); (iv) for each Acquired Company, Membership Unit certificates (if any) or stock certificates representing all of the issued and outstanding Membership Units or shares of capital stock stock, as applicable, of such Acquired Company;; and (v) all of the statutory and other books (duly written up to date) of each Acquired Company and all certificates certificates/articles of incorporation, certificates of formation, certificates of incorporation or formation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law; and.

Executed Agreements and Certificates. Purchaser Buyer shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a certificate of a secretary or assistant secretary(the Secretary’s Certificate”)the Non-Competition and Non-Solicitation Agreements, or equivalent officer, of Seller certifying copies of (A) for executed by each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of Seller and the Company authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the Company, the transfer of the Company Shares and (subject only to due stamping) the registration, in the register of members, of Purchaser as the holder of the Company Common Stock following the Closing, and the incumbency and signatures of officers of Seller and the Company executing this AgreementKey Employees; (ii) the Vesting Agreement, executed by Xxxxxxx Xxxxxxxx; (iii) a Restricted Share Agreement executed by each Restricted Shareholder; (iv) an Option Acknowledgement executed by each Award Holder entitled to receive Option Consideration pursuant to Section 2.03(a), representing, in the aggregate, at least 90% of the Company Ordinary Shares underlying all outstanding Company Options; (v) the Share Closing Deliverables; and (vi) confirmations of assignment of inventions in the form attached hereto as Exhibit G, executed by each of the Persons listed on Schedule 9.02(e)(vi); (vii) a certificate executed on behalf of Seller the Company by its Chief Executive Officer and its Chief Financial Officer (the “Seller Company Closing Certificate”) certifying as of the Closing (as a representation and containing representations and warranties warranty of the Company under this Agreement) (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(f), 8.02(g) 8.02(h9.02(a)-(d) and 8.02(i(f)-(h) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness;Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Buyer), (C) specifying the calculation of Closing Working Capital, and (D) specifying the total amount of Unpaid Company Transaction Expenses (and attaching thereto an accurate and complete copy of each Invoice not previously delivered to Buyer); and (iiiviii) written resignations, in a form reasonably satisfactory to Buyer, of all directors and officers of each of the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”)Acquired Companies, each to be effective as of the Closing, as directed by Buyer prior to the Closing and in a form reasonably acceptable to Purchaser and; (iv) for each Acquired Company, stock certificates representing all of the issued and outstanding shares of capital stock of such Acquired Company; (v) all of the statutory and other books (duly written up to date) of each Acquired Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law; andDate.

Executed Agreements and Certificates. Purchaser Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a certificate the Escrow Agreement, executed by the Equityholder Representative and the Escrow Agent; (ii) the Non-Competition Agreements, executed by each of a secretary or assistant secretary(the Secretary’s Certificate”)the Persons listed on Exhibit A; provided, or equivalent however, that if any individual listed on Exhibit A is no longer an officer, of Seller certifying copies of (A) for each Acquired Company, its charter documents as certified by the Secretary of State (director or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of Seller and the Company authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the Company, the transfer employee of the Company Shares on the Merger Agreement Effective Date, such individual shall be deemed to be removed from Exhibit A and (subject only will not be required to due stamping) the registration, in the register of members, of Purchaser as the holder of the Company Common Stock following the Closing, and the incumbency and signatures of officers of Seller and the Company executing this execute a Non-Competition Agreement; (iiiii) releases in form reasonably acceptable to Parent, executed by each director, officer and holder of more than [***] of the Company Capital Stock on a fully diluted basis on the Merger Agreement Effective Date; (iv) a certificate executed on behalf of Seller the Company by its Chief Executive Officer and its Chief Financial Officer (the “Seller Company Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(f), 8.02(g) 8.02(h) and 8.02(i8.02(c) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness; Indebtedness (iiiand attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Parent) and (C) specifying the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as total amount of the Closing Company Transaction Expenses (and in a form reasonably acceptable attaching thereto an accurate and complete copy of each Invoice not previously delivered to Purchaser and; (iv) for each Acquired Company, stock certificates representing all of the issued and outstanding shares of capital stock of such Acquired CompanyParent); (v) all duly executed and delivered payoff letters with respect to any debt for borrowed money; (vi) evidence of termination of the statutory Company’s various shareholders agreements, including the then current Amended and other books (duly written up Restated Investors’ Rights Agreement, the Company’s Amended and Restated Voting Agreement and the Company’s Amended and Restated Right of First Refusal and Co-Sale Agreement, in each case as amended from time to date) of each Acquired Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Lawtime; and (vii) written resignations of the directors and officers of the Company, effective as of the Effective Time, as directed by Parent no later than five (5) Business Days prior to the Closing Date.