Common use of Merger Closing Clause in Contracts

Merger Closing. (a) The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

Merger Closing. At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Merger Boxing shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date deliver, or cause to be specified by the partiesdelivered, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable LawAcquiror and Newco, the following documents and shall take the following actions: (i) waiver A certificate of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (President and Secretary of Boxing certifying to the extent permitted by applicable Lawcontinuing validity in all respects of the certificates delivered pursuant to Section 2.2(a)(i), (ii), (iii), (iv) waived and (v) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date), at Date with respect to the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date").Merger; (bii) At the Closing, the parties hereto Boxing shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such amendments thereto as the Secretary of State of parties hereto shall deem mutually acceptable; and (iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time")transactions contemplated under this Agreement. (cb) Notwithstanding anything herein Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the Stockholders, the following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to each of the Stockholders a certificate or certificates representing such Stockholder's allocable portion of the Preferred Merger Shares and the Merger Warrant in payment of the Merger Consideration; (ii) A certificate shall be executed by an authorized officer of Acquiror certifying to the contrary, continuing validity in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% all respects of the outstanding shares of Company Common Stock after giving effect certificates delivered pursuant to Section 2.2(b)(iii), (iv), (v), (vi), (vii), (viii) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the closing Merger; (iii) A certificate shall be executed by an authorized officer of Acquiror attesting to the fact that the Second Acquiror Financing has been consummated, Acquiror has received the proceeds of such financing and cash on hand is equal to or exceeds $1,575,000; (iv) Each of the Offer officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons; and, if applicable, (v) Such other documents and agreements as reasonably requested by Boxing or the purchase by Merger Sub of Stockholders to effectively consummate the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicabletransactions contemplated under this Agreement.

Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, STPC, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver as of the conditions set forth Effective Time in Article 7 accordance with this Agreement and the DGCL and evidenced by a Certificate of Merger in substantially the form attached as Exhibit G (other than any with such conditions that by their nature cannot be satisfied until the Closing Datemodifications, which shall amendments or supplements thereto as may be required to be so satisfied or (to comply with the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occursDGCL, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "“Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly ”) filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the DGCL and mutually agreed by the Parties. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned Subsidiary of STPC. (b) At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the assets, properties rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the debts, liabilities, restrictions, disabilities, obligations and duties of each of the Constituent Corporations in accordance with the applicable provisions of the DGCL. (c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Central Time (i) at the offices of Kxxxxxxx & Exxxx LLP, 600 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 or (ii) by electronic exchange of executed documents, on the date which is three (3) Business Days after the first date on which all conditions set forth in Article 6 shall have been satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or due waiver thereof) or such other time and place as STPC and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. On the Closing Date, STPC and the Company shall cause the Certificate of Merger to be executed and duly submitted for filing with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger has been accepted for filing by the Secretary of State of the State of Delaware or at such later time as Parent may be agreed by STPC and the Company shall agree in writing and specify specified in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the "“Effective Time"”). (cd) Notwithstanding anything herein to At the contraryEffective Time, the Governing Documents of Merger Sub shall be the Governing Documents of the Surviving Corporation, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) From and after the event that ParentEffective Time, Merger Sub and their respective Subsidiaries collectively hold until successors are duly elected or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, appointed in accordance with Section 253 applicable Law, (i) the initial directors of the DGCL as promptly as practicableSurviving Corporation shall be the individuals set forth on Section 2.1(e) of the STPC Schedules and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, STPK, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver as of the conditions set forth Effective Time in Article 7 accordance with this Agreement and the DGCL and evidenced by a Certificate of Merger in substantially the form attached as Exhibit G (other than any with such conditions that by their nature cannot be satisfied until the Closing Datemodifications, which shall amendments or supplements thereto as may be required to be so satisfied or (to comply with the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occursDGCL, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "“Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly ”) filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the DGCL and mutually agreed by the Parties. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned Subsidiary of STPK. (b) At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the assets, properties rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the debts, liabilities, restrictions, disabilities, obligations and duties of each of the Constituent Corporations in accordance with the applicable provisions of the DGCL. (c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Central Time (i) at the offices of Kxxxxxxx & Exxxx LLP, 600 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 or (ii) by electronic exchange of executed documents, on the date which is three (3) Business Days after the first date on which all conditions set forth in Article 6 shall have been satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or due waiver thereof) or such other time and place as STPK and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. On the Closing Date, STPK and the Company shall cause the Certificate of Merger to be executed and duly submitted for filing with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger has been accepted for filing by the Secretary of State of the State of Delaware or at such later time as Parent may be agreed by STPK and the Company shall agree in writing and specify specified in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the "“Effective Time"”). (cd) Notwithstanding anything herein to At the contraryEffective Time, the Governing Documents of Merger Sub shall be the Governing Documents of the Surviving Corporation, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) From and after the event that ParentEffective Time, Merger Sub and their respective Subsidiaries collectively hold until successors are duly elected or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, appointed in accordance with Section 253 applicable Law, (i) the initial directors of the DGCL as promptly as practicableSurviving Corporation shall be the individuals set forth on Section 2.1(e) of the STPK Schedules and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Merger Closing. At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Merger Boxing shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date deliver, or cause to be specified by the partiesdelivered, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable LawAcquiror and Newco, the following documents and shall take the following actions: (i) waiver A certificate of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (President and Secretary of Boxing certifying to the extent permitted by applicable Lawcontinuing validity in all respects of the certificates delivered pursuant to Section 2.2(a)(i), (ii), (iii), (iv) waived and (v) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date), at Date with respect to the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date").Merger; (bii) At the Closing, the parties hereto Boxing shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such amendments thereto as the Secretary of State of parties hereto shall deem mutually acceptable; and (iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time")transactions contemplated under this Agreement. (cb) Notwithstanding anything herein Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the Stockholders, the following documents and shall take the following actions: (i) A certificate or certificates representing each Stockholder's and LM Holder's allocable portion of the Merger Consideration; (ii) A certificate executed by an authorized officer of Acquiror certifying to the contrarycontinuing validity in all respects of the certificates delivered pursuant to Section 2.2(b)(iii), in (iv), (v), (vi), (vii), (viii) as if such certificates had been delivered, and the event statements contained therein made, on the Merger Closing Date with respect to the Merger; (A) A certificate shall be executed by an authorized officer of Acquiror attesting to the fact that Parentthe First Acquiror Financing has been consummated, Merger Sub and their respective Subsidiaries collectively hold or acquire Acquiror has received at least 9087% of the outstanding shares gross of Company Common Stock after giving effect to such financing and the closing Bridge Loan has been consummated. (iii) Each of the Offer officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons except as set forth on Schedule 4.2(o); and, if applicable, (iv) Such other documents and agreements as reasonably requested by Boxing or the purchase by Merger Sub of Stockholders to effectively consummate the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicabletransactions contemplated under this Agreement.

Merger Closing. (a) The Upon the terms and subject to the conditions set forth herein, the closing of the Merger shall be consummated (the "“Closing"”) shall take place at 10:00 a.m. (Eastern time) on a date to be specified by (a) the parties, which shall be no later than the second third (2nd3rd) Business Day after after) the satisfaction, or to the extent permitted hereunder, waiver of all conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), unless this Agreement has been validly terminated pursuant to Section 7.1; provided that, notwithstanding the foregoing, the Closing shall not occur until the earlier of (i) a date during the Pisces Marketing Period specified by applicable LawParent on no fewer than three (3) Business Days’ prior written notice to the Company and (ii) the third (3rd) Business Day following the final day of the Pisces Marketing Period (subject, in each case, to the satisfaction and waiver of the conditions set forth in Article 7 6 (other than any such those conditions that by their nature cannot are to be satisfied until at the Closing DateClosing, which shall be required but subject to be so satisfied the satisfaction or waiver (to the extent permitted hereunder) of such conditions)) or (b) such other time or date as is agreed to in writing by applicable Law) waived on the parties hereto. The Closing Date), shall be held at the offices of Debevoise & Pxxxxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, WeissXxx Xxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York00000, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "“Closing Date"”). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed filing with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as (the case may be (in any such case, the "“Certificate of Merger"”), in such form as required by, and executed and filed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree in writing and specify in the Certificate of Merger (the time the Merger becomes effective being the "“Effective Time"”). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, Rotor, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver as of the conditions set forth Effective Time in Article 7 accordance with this Agreement, the DGCL and the Act, and evidenced by (other than any a) a Certificate of Merger in substantially the form attached as Exhibit E-1 (with such conditions that by their nature cannot be satisfied until the Closing Datemodifications, which shall amendments or supplements thereto as may be required to be so satisfied or (to comply with the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occursDGCL, the "Closing Date"). (b“Certificate of Merger”) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger")Delaware, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the DGCL and mutually agreed by the Parties and (b) Articles of Merger in substantially the form attached as Exhibit E-2, together with the short form merger agreement attached thereto (with such modifications, amendments or supplements thereto as may be required to comply with the Act, the “Articles of Merger”) filed with the Utah Division of Corporations and Commercial Code, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the Act and mutually agreed by the Parties. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall make all other filings or recordings required cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the DGCLAct, as a wholly owned subsidiary of Rotor. (b) At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the assets, properties rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the debts, liabilities, restrictions, disabilities, obligations and duties of each of the Constituent Corporations in accordance with the applicable provisions of the Act. (c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Central Time (i) at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0000 Xxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, XX 00000 or (ii) by electronic exchange of executed documents, on the date which is as promptly as practicable, but in no event later than three (3) Business Days after the first date on which all conditions set forth in Article 6 shall have been satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or due waiver thereof) or such other time and place as Rotor and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” On the Closing Date, Rotor and the Company shall cause (a) the Certificate of Merger to be executed and duly submitted for filing with the Secretary of State of the State of Delaware, as provided in Section 252 of the DGCL and (b) the Articles of Merger to be executed and duly submitted for filing with the Utah Division of Corporations and Commercial Code as provided in Section 16-10a-1107 of the Act. The Merger shall become effective upon the later of the time at such time as which (A) the Articles of Merger are filed with the Utah Division of Corporations and Commercial Code and (B) the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later date or time as Parent and may be agreed by the Company shall agree and specify Rotor in writing and specified in the Articles of Merger in accordance with the Act and the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the "“Effective Time"”). (cd) Notwithstanding anything herein From and after the Effective Time, the Governing Documents in the form attached to the contraryArticles of Merger shall be the Governing Documents of the Surviving Corporation, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) From and after the event that ParentEffective Time, Merger Sub and their respective Subsidiaries collectively hold until successors are duly elected or acquire at least 90% appointed in accordance with applicable Law, (i) the initial directors of the outstanding shares of Company Common Stock after giving effect to Surviving Corporation shall be the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, individuals selected in accordance with Section 253 5.17 and (ii) the officers of the DGCL as promptly as practicableCompany at the Effective Time shall be the officers of the Surviving Corporation.

Merger Closing. (a) The Merger shall be consummated (the "“Closing"”) at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New YorkXxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "“Closing Date"”). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "“Certificate of Merger"”), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "“Effective Time"”). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

Merger Closing. (a) The Parfield hereby further absolutely and irrevocably agrees, undertakes and acknowledges that in the event that the 2019B Cayman SPA Closing shall have not occurred on or before the Merger Closing, each and all of the Proposed Sale Shares shall upon the Merger Closing be consummated (cancelled and converted into the "Closing") at 10:00 a.m. (Eastern time) on a date right to be specified by receive the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (applicable cash payment pursuant to the extent permitted by applicable Law) waiver terms of the conditions set forth Merger Agreement; provided that, subject to Section 2(b), this Section 2(a) shall automatically terminate upon the earlier of (i) the valid termination of the 2019B Cayman SPA in Article 7 accordance with its terms and (ii) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable LawExcluded Shares and Dissenting Shares) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date")less than US$120. (b) At In the Closingevent any of the events described in Sections 2(a)(i) or 2(a)(ii) occurs, then notwithstanding anything provided to the contrary in this Letter Agreement (including in Section 1 of this Letter Agreement), if Parfield proposes, within three (3) months from the occurrence of such event, to Transfer (as defined in the Consortium Agreement) any of the Ordinary Shares held by it to any Other Purchaser, Parfield shall provide 2019B Cayman a right of first refusal to purchase all such Ordinary Shares on the same terms and conditions as offered to such Other Purchaser; provided that the maximum number of Ordinary Shares that 2019B Cayman may purchase pursuant to this right of first refusal shall not exceed 300,000. For the purpose of this provision, “Other Purchaser” means any of the following Persons: (i) Biomedical Treasure Limited (“Biomedical Treasure”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, an Affiliate Mx. Xxxxxx Xxxx, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State chairman of the State board of Delaware a certificate director and chief executive officer of merger or a certificate the Issuer, (ii) Biomedical Future Limited (“Biomedical Future”), an exempted company with limited liability incorporated under the laws of ownership and mergerthe Cayman Islands, as the case may be (in any such casean Affiliate Mx. Xxxxxx Xxxx, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions chairman of the DGCL board of director and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State chief executive officer of the State of Delaware, or at such later time as Parent Issuer; and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (ciii) Notwithstanding anything herein any party who to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold knowledge of Parfield is an Affiliate of Biomedical Treasure or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicableBiomedical Future.

Merger Closing. Unless this Agreement shall have been terminated pursuant to Article VII (a) The Termination), and unless otherwise mutually agreed in writing among the parties hereto, Parent and Merger Sub shall be consummated effect the Merger (the "“Merger Closing"”) at 10:00 a.m. within three (Eastern time3) on a Business Days following the completion of the Contribution, the Subscription and the actions contemplated under Section 5.1(d) (the date of the Merger Closing, is referred to herein as the “Merger Closing Date”). Parent and Merger Sub will adopt or cause to be specified by adopted all necessary corporate approvals, including shareholder and board resolutions required under the partiesNRS in order to effect the Merger. As soon as practicable on the Merger Closing Date (Nevada time), which Parent and Merger Sub shall be no later than cause articles of merger (the second (2nd“Articles of Merger”) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be executed and filed with the Secretary of State of the State of Delaware a certificate Nevada (the “Nevada Secretary of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed State”) in accordance with, the relevant provisions with Section 92A.180 of the DGCL NRS. As soon as practicable on or after the Merger Closing Date, Parent and Merger Sub shall also make any and all other filings or recordings required under the DGCLNRS. The Merger shall become effective on the date and at such time as the Certificate Articles of Merger is have been duly filed with the Nevada Secretary of State or at such later date and time as may be agreed by the parties hereto in writing and specified in the Articles of Merger in accordance with the NRS (the effective date and time of the Merger being hereinafter referred to as the “Effective Time”). At the Effective Time, and in accordance with the NRS, (i) Merger Sub will merge with and into the Company and (ii) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as the surviving corporation in the Merger (the “Surviving Corporation”) under the Laws of the State of DelawareNevada as a wholly-owned subsidiary of Parent. From and after the Effective Time, or at such later time as Parent the Surviving Corporation shall possess all rights, privileges, immunities, powers and franchises of the Company and Merger Sub. The Merger will have the effects set forth in this Agreement and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% applicable provisions of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicableNRS.

Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, PTAC, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). The Merger shall be consummated in accordance with this Agreement and evidenced by a Certificate of Merger in substantially the form attached as Exhibit G (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the partieswith such modifications, which shall be no later than the second (2nd) Business Day after satisfaction amendments or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall supplements thereto as may be required to comply with the DGCL, the “Certificate of Merger”) executed by Merger Sub and the Company in accordance with the relevant provisions of the DGCL, such Merger to be so satisfied or consummated as of the Effective Time. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the extent permitted by applicable Law) waived on periods at and after the Closing DateEffective Time as the “Surviving Corporation”), at shall continue its corporate existence under the offices DGCL, as a wholly owned subsidiary of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date")PTAC. (b) At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the assets, properties rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the debts, liabilities, restrictions, disabilities, obligations and duties of each of the Constituent Corporations in accordance with the applicable provisions of the DGCL. (c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., New York City time (i) at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or (ii) by electronic exchange of executed documents, on the date which is three (3) Business Days after the first date on which all conditions set forth in Article 6 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the parties hereto satisfaction or waiver thereof) or such other time and place as PTAC and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. On the Closing Date, PTAC and the Company shall cause the Certificate of Merger to be consummated by causing to be filed executed and duly submitted for filing with the Secretary of State of the State of Delaware a certificate as provided in Section 251 of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such the time as when the Certificate of Merger is duly filed with has been accepted for filing by the Secretary of State of the State of Delaware, Delaware or at such later time as Parent may be agreed by PTAC and the Company shall agree in writing and specify specified in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the "“Effective Time"”). (cd) Notwithstanding anything herein to At the contraryEffective Time, the Governing Documents of Merger Sub shall be the Governing Documents of the Surviving Corporation, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) From and after the event that ParentEffective Time, Merger Sub and their respective Subsidiaries collectively hold until successors are duly elected or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, appointed in accordance with Section 253 applicable Law, (i) the initial directors of the DGCL as promptly as practicableSurviving Corporation shall be the individuals set forth on Section 2.1(e) of the PTAC Schedules and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Merger Closing. (a) The Merger shall be consummated (the "“Closing"”) at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second third (2nd3rd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New YorkXX 00000, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "“Closing Date"”). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary Department of State Treasury of the State of Delaware New Jersey a certificate of merger or a certificate of ownership and merger, as (the case may be (in any such case, the "“Certificate of Merger"”), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL NJBCA and shall make all other filings or recordings required under the DGCLNJBCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary Department of State Treasury of the State of DelawareNew Jersey, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the "“Effective Time"”). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 14A:10-5.1 of the DGCL NJBCA as promptly as practicable.

Merger Closing. (a) The Parfield hereby further absolutely and irrevocably agrees, undertakes and acknowledges that in the event that the 2019B Cayman SPA Closing shall have not occurred on or before the Merger Closing, each and all of the Proposed Sale Shares shall upon the Merger Closing be consummated (cancelled and converted into the "Closing") at 10:00 a.m. (Eastern time) on a date right to be specified by receive the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (applicable cash payment pursuant to the extent permitted by applicable Law) waiver terms of the conditions set forth Merger Agreement; provided that, subject to Section 2(b), this Section 2(a) shall automatically terminate upon the earlier of (i) the valid termination of the 2019B Cayman SPA in Article 7 accordance with its terms and (ii) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable LawExcluded Shares and Dissenting Shares) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date")less than US$120. (b) At In the Closingevent any of the events described in Sections 2(a)(i) or 2(a)(ii) occurs, then notwithstanding anything provided to the contrary in this Letter Agreement (including in Section 1 of this Letter Agreement), if Parfield proposes, within three (3) months from the occurrence of such event, to Transfer (as defined in the Consortium Agreement) any of the Ordinary Shares held by it to any Other Purchaser, Parfield shall provide 2019B Cayman a right of first refusal to purchase all such Ordinary Shares on the same terms and conditions as offered to such Other Purchaser; provided that the maximum number of Ordinary Shares that 2019B Cayman may purchase pursuant to this right of first refusal shall not exceed 300,000. For the purpose of this provision, “Other Purchaser” means any of the following Persons: (i) Biomedical Treasure Limited (“Biomedical Treasure”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, an Affiliate Xx. Xxxxxx Xxxx, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State chairman of the State board of Delaware a certificate director and chief executive officer of merger or a certificate the Issuer, (ii) Biomedical Future Limited (“Biomedical Future”), an exempted company with limited liability incorporated under the laws of ownership and mergerthe Cayman Islands, as the case may be (in any such casean Affiliate Xx. Xxxxxx Xxxx, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions chairman of the DGCL board of director and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State chief executive officer of the State of Delaware, or at such later time as Parent Issuer; and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (ciii) Notwithstanding anything herein any party who to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold knowledge of Parfield is an Affiliate of Biomedical Treasure or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicableBiomedical Future.

Merger Closing. Subject to the terms and conditions of this Agreement and the Merger Certificate, TBT shall be merged with and into Acquisition Sub in accordance with Section 0-000-000 of the CRS. At the Effective Time (aas defined below), the separate legal existence of TBT shall cease, and Acquisition Sub shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Colorado under the name “The Big Tomato, Inc.” Acquisition Sub shall continue to be a wholly-owned subsidiary of CKC. The Closing of the Merger shall occur with the filing of the Merger Certificate. The last sentence of Section 8.10 of the Merger Agreement is hereby deleted in its entirety. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be consummated subject to all the restrictions, disabilities and duties of each of Acquisition Sub and TBT (collectively, the "Closing") at 10:00 a.m. (Eastern time) “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations on a date whatever account, as well as all other things in action belonging to each of the Constituent Corporations, shall be specified vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the parties, which Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be no later than preserved unimpaired, and all debts, liabilities and duties of the second (2nd) Business Day after satisfaction or (Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent permitted as if said debts, liabilities and duties had been incurred or contracted by applicable Law) waiver it. The Articles of Incorporation and Bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, attached as Exhibit I hereto, shall be the Articles of Incorporation and Bylaws of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until Surviving Corporation from and after the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place Effective Time. It is agreed to in writing intended by the parties hereto (such date upon which that the Closing occurs, transactions contemplated by this Agreement shall constitute a “reorganization” within the "Closing Date"meaning of Section 368(a)(1) of the Code. The parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

Merger Closing. At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Merger Boxing shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date deliver, or cause to be specified by the partiesdelivered, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable LawAcquiror and Newco, the following documents and shall take the following actions: (i) waiver A certificate of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (President and Secretary of Boxing certifying to the extent permitted by applicable Lawcontinuing validity in all respects of the certificates delivered pursuant to Section 2.2(a)(i), (ii), (iii), (iv) waived and (v) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date), at Date with respect to the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date").Merger; (bii) At the Closing, the parties hereto Boxing shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such amendments thereto as the Secretary of State of parties hereto shall deem mutually acceptable; and (iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time")transactions contemplated under this Agreement. (cb) Notwithstanding anything herein Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the Stockholders, the following documents and shall take the following actions: (i) A certificate or certificates representing each Stockholder's allocable portion of the Series C Stock comprising the Merger Consideration; (ii) A certificate executed by an authorized officer of Acquiror certifying to the contrarycontinuing validity in all respects of the certificates delivered pursuant to Section 2.2(b)(iii), in (iv), (v), (vi), (vii), (viii) as if such certificates had been delivered, and the event that Parentstatements contained therein made, on the Merger Sub and their respective Subsidiaries collectively hold or acquire Closing Date with respect to the Merger; (iii) A certificate shall be executed by an authorized officer of Acquiror attesting to the fact that: (A) the Acquiror Financing has been consummated, Acquiror has received at least 9087% of the outstanding shares gross of Company Common Stock after giving effect such financing; and (B) Net Cash On Hand (as defined herein) shall be at least $1,885,000 less any amounts advanced to Boxing or CKP with respect to the closing Bridge Loan; (iv) Each of the Offer officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons except as set forth on Schedule 4.2(o); (v) Acquiror shall pay the Severance Payments (as defined herein); and, if applicable, (vi) Such other documents and agreements as reasonably requested by Boxing or the purchase by Merger Sub of Stockholders to effectively consummate the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicabletransactions contemplated under this Agreement.