Common use of Parent’s Deliveries Clause in Contracts

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company: (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 Delaware 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 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 certificate described in Section 6.1(o); and (f) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent and Mergerco, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws, in effect on the Closing Date, of Parent and Mergerco, certified by the Secretary of Parent and Mergerco, respectively.

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company: (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 Delaware 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 Agreement 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 certificate described in Section 6.1(o); and; (fh) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent and MergercoParent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws, in effect on the Closing Date, of Parent Parent, certified by an authorized officer or director of the Parent; and (i) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Mergerco, certified by the Secretary of Parent State of the State of California, and a true and complete copy of the Bylaws, in effect on the Closing Date, of Mergerco, respectivelycertified by an authorized officer or director of Parent.

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company: (a) Certificate of good standing as of a recent date from the Delaware 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 California Secretary of State of the State of Delaware stating that Mergerco is a validly existing corporation in good standing; (c) Copies of duly adopted resolutions of Parent's and Mergerco's Boards oards of Directors approving the execution, delivery and performance of this Agreement and the Merger Agreement 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 Assignment and Assumption Agreement; (h) The certificate described in Section 6.1(o6.1(u); (i) Documentation to the Company's reasonable satisfaction to the effect that Parent has performed its obligations sets forth in Section 5.18(a); and (fj) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent and MergercoParent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the BylawsBy-laws, in effect on the Closing Date, of Parent and MergercoParent, certified by the Secretary of Parent and Mergerco, respectivelythe Parent.

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company: (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 Delaware 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 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 certificate described in Section 6.1(o6.1(p); and (fg) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent and Mergerco, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws, in effect on the Closing Date, of Parent and Mergerco, certified by the Secretary of Parent and Mergerco, respectively.

Parent’s Deliveries. At the Closing, Parent shall deliver the following to the CompanyCompany and the Significant Shareholders: (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 Delaware 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 and the other agreements and instruments contemplated hereby and therebyAgreement, 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(o6.1(l); and; (fj) 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 and MergercoParent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the BylawsBy-laws, in effect on the Closing Date, of Parent and MergercoParent, 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 and Mergerco, respectivelyCommon Stock to be issued pursuant to Section 1.4(a)(i).