Common use of Parent’s Deliveries Clause in Contracts

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company and the Significant Shareholders: (a) Certificate of good standing from the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standing; (b) Certificate of good standing from the Secretary of State of the State of Maryland stating that Mergerco is a validly existing corporation in good standing; (c) Copies of duly adopted resolutions of Parent's and Mergerco's Boards of Directors approving the execution, delivery and performance of this Agreement and the Merger Agreement, certified by the Secretary or an Assistant Secretary of Parent or Mergerco; (d) The duly executed Merger Agreement; (e) The duly executed Employment Agreements; (f) The duly executed Registration Rights Agreement; (g) The duly executed Post-Closing Notes; (h) The duly executed Stock Escrow Agreements; (i) The certificate described in Section 6.1(l); (j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k); (k) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the By-laws, in effect on the Closing Date, of Parent, certified by the Secretary of the Parent; (l) The valuation opinion pursuant to Section 6.1(n); and (m) Certificates representing all of the shares of Parent Common Stock to be issued pursuant to Section 1.4(a)(i).

Parent’s Deliveries. At Subject to fulfillment or waiver of the Closingconditions set forth in Section 8, concurrently with the Merger Filing Parent shall deliver the following deliver, if and to the Company and extent not previously delivered, all of the Significant Shareholdersfollowing: (a) 4.6.1 a copy of the Certificate of good standing from Incorporation of Parent, certified as of a recent date by the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standingDelaware; (b) Certificate 4.6.2 a certificate of good standing from of Parent, issued as of a recent date by the Secretary of State of the State of Maryland stating that Mergerco is a validly existing corporation in good standingDelaware; 4.6.3 a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (ci) Copies the Certificate of duly adopted Incorporation of Parent has not been amended or modified since the date of certification of the Delaware Secretary of State referred to in Section 4.6.1; (ii) the Bylaws of Parent, as attached thereto, have not been amended or modified as of the Closing Date; (iii) the resolutions of Parent's and Mergerco's Boards the Board of Directors approving of Parent authorizing the execution, delivery and performance of this Agreement and the Merger Agreementtransactions contemplated herein by Parent, certified by the Secretary as attached thereto, are in full force and effect and have not been superseded, amended or an Assistant Secretary modified as of Parent or Mergerco; (d) The duly executed Merger Agreement; (e) The duly executed Employment Agreements; (f) The duly executed Registration Rights Agreement; (g) The duly executed Post-Closing Notes; (h) The duly executed Stock Escrow Agreements; (i) The certificate described in Section 6.1(l); (j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k); (k) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, ; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement are as set forth on the certificate; 4.6.4 an opinion of counsel to Parent, certified dated the Closing Date and in form and substance reasonably satisfactory to the Company; 4.6.5 the certificate certifying satisfaction of the conditions in Section 9.1, duly executed by the Secretary President or any Vice President of State of the State of Delaware, and a true and complete copy of the By-laws, in effect on the Closing Date, of Parent, certified by the Secretary of the Parent; (l) The valuation opinion pursuant to Section 6.1(n)4.6.6 the Employment Agreements and the Non-Competition Agreements, each duly executed by Parent; 4.6.7 the Net Stockholder Merger Shares for each Effective Time Stockholder; 4.6.8 the Escrow Agreement; and (m) Certificates representing all of the shares of Parent Common Stock to be issued pursuant to Section 1.4(a)(i).

Parent’s Deliveries. At Subject to fulfillment or waiver of the Closingconditions set forth in Section 8, concurrently with the Merger Filing Parent shall deliver deliver, if and to the extent not previously delivered, all of the following to the Company and the Significant ShareholdersCompany: (a) 4.6.1 a copy of the Certificate of good standing from Incorporation of Parent, certified as of a recent date by the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standingDelaware; (b) Certificate 4.6.2 a certificate of good standing from of Parent, issued as of a recent date by the Secretary of State of the State of Maryland stating that Mergerco is a validly existing corporation in good standingDelaware; 4.6.3 a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (ci) Copies the Certificate of duly adopted Incorporation of Parent has not been amended or modified since the date of certification of the Delaware Secretary of State referred to in Section 4.6.1; (ii) the Bylaws of Parent, as attached thereto, have not been amended or modified as of the Closing Date; (iii) the resolutions of Parent's and Mergerco's Boards the Board of Directors approving of Parent authorizing the execution, delivery and performance of this Agreement and the Merger Agreementtransactions contemplated herein by Parent, certified by the Secretary as attached thereto, are in full force and effect and have not been superseded, amended or an Assistant Secretary modified as of Parent or Mergerco; (d) The duly executed Merger Agreement; (e) The duly executed Employment Agreements; (f) The duly executed Registration Rights Agreement; (g) The duly executed Post-Closing Notes; (h) The duly executed Stock Escrow Agreements; (i) The certificate described in Section 6.1(l); (j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k); (k) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement are as set forth on the certificate; 4.6.4 an opinion of counsel to Parent, dated the Closing Date and in form and substance reasonably satisfactory to the Company; 4.6.5 the certificate contemplated by Section 9.1, duly executed by the President or any Vice President of Parent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the By-laws, in effect on the Closing Date, of Parent, certified by the Secretary of the Parent; (l) The valuation opinion pursuant to Section 6.1(n); and (m) Certificates representing all of 4.6.6 the shares of Parent Common Stock to be issued pursuant to Section 1.4(a)(i)Employment Agreements, the Non-Competition Agreements and the Severance Agreement duly executed by Parent.

Parent’s Deliveries. At Subject to the Closingfulfillment or waiver of the conditions set forth in Article IX, at the Closing Parent shall deliver the following to the Company and Shareholder Representative all of the Significant Shareholdersfollowing: (a) Certificate of good standing from the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standing; (b) Certificate of good standing from the Secretary of State of the State of Maryland stating that Mergerco is a validly existing corporation in good standing; (c) Copies of duly adopted resolutions of Parent's and Mergerco's Boards of Directors approving the execution, delivery and performance of this Agreement and the Merger Agreement, certified by the Secretary or an Assistant Secretary of Parent or Mergerco; (d) The duly executed Merger Agreement; (e) The duly executed Employment Agreements; (f) The duly executed Registration Rights Agreement; (g) The duly executed Post-Closing Notes; (h) The duly executed Stock Escrow Agreements; (i) The certificate described in Section 6.1(l); (j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k); (k) A true and complete copy of the Amended and Restated Certificate of Incorporation as in effect on the Closing Date, of Parent, as amended (the “Parent Charter”), certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Parent, and issued as of a true and complete copy recent date by the Secretary of State of the By-lawsState of Delaware; (c) a certificate of the Secretary or an Assistant Secretary of Parent, in effect on dated the Closing Date, in form and substance reasonably satisfactory to the Shareholder Representative, as to: (i) no amendments to the Parent Charter since a specified date; (ii) the By-laws of Parent, certified by ; (iii) the Secretary resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement; (d) the certificate contemplated by Section 10.1, duly executed by an authorized officer of Parent; (le) The valuation an opinion pursuant of counsel to Section 6.1(n)Parent and Sub, dated the Closing Date, substantially in the form of Exhibit E; and (mf) Certificates representing all an Escrow Agreement, dated the Closing Date, in the form of Exhibit F with such changes thereto as the shares Escrow Agent may reasonably request (the “Escrow Agreement”), duly executed by an authorized officer of Parent Common Stock to be issued pursuant to Section 1.4(a)(i)Parent.

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company and all of the Significant Shareholdersfollowing: (a) Certificate of good standing from the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standing; (b) Certificate of good standing from the Secretary of State of the State of Maryland stating that Mergerco is a validly existing corporation in good standing; (c) Copies of duly adopted resolutions of Parent's and Mergerco's Boards of Directors approving the execution, delivery and performance of this Agreement and the Merger Agreement, certified by the Secretary or an Assistant Secretary of Parent or Mergerco; (d) The duly executed Merger Agreement; (e) The duly executed Employment Agreements; (f) The duly executed Registration Rights Agreement; (g) The duly executed Post-Closing Notes; (h) The duly executed Stock Escrow Agreements; (i) The certificate described in Section 6.1(l); (j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k); (k) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of ParentDesignations, certified as of a recent date by the Secretary of State of the State of Delaware, and a true and complete copy ; (b) A certificate of the By-laws, in effect on the Closing Date, good standing of Parent, certified issued as of the Effective Date by the Secretary of State of the ParentState of Delaware; (lc) The valuation opinion pursuant A certificate of the Secretary or an Assistant Secretary of Parent, dated the Effective Date, in form and substance reasonably satisfactory to Section 6.1(n)the Company, as to (i) no amendments to Parent’s Certificate of Incorporation other than as contemplated by this Agreement; and(ii) the Bylaws of Parent; (iii) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Related Agreement; (md) Certificates representing Evidence in form and substance reasonably satisfactory to the Company, that all Parent Required Consents have been obtained; (e) Duly executed copies of the shares agreement of each holder of Parent Series A Preferred Stock or Parent Series B Preferred Stock outstanding immediately prior to the Effective Time to convert its Parent Series A Preferred Stock or Parent Series B Preferred Stock, as applicable, into Parent Common Stock Stock; (f) Resignations of each of the officers and directors of Parent, effective as of the Effective Time; (g) An opinion of Ellenoff, Xxxxxxxx and Schole LLP, counsel to be issued pursuant Parent and Merger Sub, dated the Effective Date and in form and substance reasonably satisfactory to the Company, substantially in the form contained in Exhibit E; (h) A certificate dated as of the Effective Date, duly executed by the President or any Vice President of Parent, certifying as to the compliance by Parent with Section 1.4(a)(i)9.1 and Section 9.2.

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company and the Significant ShareholdersCompany: (a) Certificate of good standing as of a recent date from the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standing; (b) Certificate of good standing as of a recent date from the Secretary of State of the State of Maryland California stating that Mergerco is a validly existing corporation in good standing; (c) Copies of duly adopted resolutions of Parent's and Mergerco's Boards of Directors approving the execution, delivery and performance of this Agreement and the Merger AgreementAgreement and the other agreements and instruments contemplated hereby and thereby, certified by the Secretary or an Assistant Secretary of Parent or Mergerco; (d) The duly executed Merger Agreement; (e) The duly executed Employment Agreements; (f) The duly executed Registration Rights Agreement; (g) The duly executed Post-Closing Notescertificate described in Section 6.1(o); (h) The duly executed Stock Escrow Agreements; (i) The certificate described in Section 6.1(l); (j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k); (k) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the By-lawsBylaws, in effect on the Closing Date, of Parent, certified by the Secretary an authorized officer or director of the Parent; (l) The valuation opinion pursuant to Section 6.1(n); and (mi) Certificates representing all A true and complete copy of the shares Certificate of Parent Common Stock to be issued pursuant to Section 1.4(a)(i)Incorporation as in effect on the Closing Date, of Mergerco, certified by the Secretary of State of the State of California, and a true and complete copy of the Bylaws, in effect on the Closing Date, of Mergerco, certified by an authorized officer or director of Parent.

Parent’s Deliveries. At Subject to fulfillment or waiver of the Closingconditions set forth in Section 8, concurrently with the Merger Filing Parent shall deliver deliver, if and to the extent not previously delivered, all of the following to the Company and the Significant ShareholdersCompany: (a) 4.6.1 a copy of the Certificate of good standing from Incorporation of Parent, certified as of a recent date by the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standingDelaware; (b) Certificate 4.6.2 a certificate of good standing from of Parent, issued as of a recent date by the Secretary of State of the State of Maryland stating that Mergerco is a validly existing corporation in good standingDelaware; 4.6.3 a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (ci) Copies the Certificate of duly adopted Incorporation of Parent has not been amended or modified since the date of certification of the Delaware Secretary of State referred to in Section 4.6.1; (ii) the Bylaws of Parent, as attached thereto, have not been amended or modified as of the Closing Date; (iii) the resolutions of Parent's and Mergerco's Boards the Board of Directors approving of Parent authorizing the execution, delivery and performance of this Agreement and the Merger Agreementtransactions contemplated herein by Parent, certified by the Secretary as attached thereto, are in full force and effect and have not been superseded, amended or an Assistant Secretary modified as of Parent or Mergerco; (d) The duly executed Merger Agreement; (e) The duly executed Employment Agreements; (f) The duly executed Registration Rights Agreement; (g) The duly executed Post-Closing Notes; (h) The duly executed Stock Escrow Agreements; (i) The certificate described in Section 6.1(l); (j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k); (k) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, ; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement are as set forth on the certificate; 4.6.4 an opinion of counsel to Parent, certified dated the Closing Date and substantially in the form of Exhibit J-1; 4.6.5 a certificate certifying satisfaction of the conditions in Section 9.1, duly executed by the Secretary President or any Vice President of State of the State of Delaware, and a true and complete copy of the By-laws, in effect on the Closing Date, of Parent, certified by the Secretary of the Parent; (l) The valuation opinion pursuant to Section 6.1(n)4.6.6 the Employment Agreements, the Non-Competition Agreements and the Principals' Confidentiality and Non-Competition Agreements duly executed by Parent; 4.6.7 notice of completion of Parent's due diligence investigation of the Company; 4.6.8 the Escrow Agreement duly executed by Parent; and (m) Certificates representing all of 4.6.9 the shares of Parent Common Stock to be issued pursuant to Section 1.4(a)(i)Royalty Participation Agreement duly executed by the Parent.