Common use of Post-Closing Conditions Clause in Contracts

Post-Closing Conditions. The Pledgors hereby agree to take the following actions, or to cause Covista, Capsule or other relevant Persons to take the following actions, (i) with respect to Collateral pledged on or before October 20, 2000, by no later than November 17, 2000, and (ii) with respect to any Collateral (whether in the form of Demanded Shares or other Collateral) proposed to be pledged after October 20, 2000, by no later than 20 business days after the date on which such Collateral is delivered or otherwise pledged, whether by execution of a security agreement or otherwise, to Pledgee: (a) Corporate Proceedings of Pledgors, Covista and Capsule. With respect to each Pledgor that is a corporation, limited liability company or similar entity, the Pledgee shall be provided with a copy of the resolutions (or comparable authorizing document), in form and substance satisfactory to the Pledgee, of the Board of Directors (or comparable governing body) of each such Pledgor authorizing and ratifying (i) the execution, delivery and performance of the Note (if such Pledgor is a Borrower) and this Agreement and (ii) the granting by it of the Liens created pursuant to this Agreement, certified by the Secretary or an Assistant Secretary (or comparable officer) of such Pledgor, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement. With respect to each of Covista and Capsule, the Pledgee shall be provided with a copy of the resolutions of the Board of Directors of such corporation authorizing and ratifying the execution, delivery and performance of this Agreement to the extent set forth in this Agreement, certified by the Secretary or Assistant Secretary of such corporation, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement.

Post-Closing Conditions. The Pledgors hereby agree Borrower shall satisfy each of the conditions subsequent to take the following actionsClosing Date specified in this Section 4.3 to the satisfaction of the Administrative Agent, or in each case by no later than the date specified for such condition below: (a) The Borrower shall deliver to cause Covistathe Administrative Agent, Capsule or other relevant Persons to take promptly after each becomes available, copies of each of the following actionsFirst Initial Acquisition Certificate of Merger and the Second Initial Acquisition Certificate of Merger, in each case, in the form having become effective as a result of its having been filed in the jurisdiction of Delaware; (i) with respect The Initial Acquisition Effective Date shall occur by no later than the date occurring three Business Days after the Closing Date, (ii) the Borrower shall deliver to Collateral pledged the Administrative Agent, on the Initial Acquisition Effective Date, a certificate of a Responsible Officer of the Borrower certifying, as of the Initial Acquisition Effective Date, that (A) each of the representations and warranties made by the Borrower in or before October 20pursuant to any Loan Document (1) that is qualified by materiality shall be true and correct, 2000and (2) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date; provided that, for the avoidance of doubt, the Acquired Business shall be deemed to be a Subsidiary of the Borrower for purposes of the representations and warranties made by the Borrower pursuant to the Responsible Officer’s Certificate referenced in this clause (b), and (B) no Default or Event of Default shall have occurred as of or on such Initial Acquisition Effective Date after giving effect to the consummation of the Initial Acquisition on such date, and (iii) the Borrower shall deliver to the Administrative Agent, on the Initial Acquisition Effective Date, a solvency certificate dated as of the Initial Acquisition Effective Date, executed by the chief financial officer or treasurer of the Borrower and substantially in the form of Exhibit D, certifying that each of the Borrower and the Acquired Business, after giving effect to the consummation of the Initial Acquisition, is Solvent. made by the Borrower in or pursuant to any Loan Document (1) that is qualified by materiality shall be true and correct, and (2) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date; provided that, for the avoidance of doubt, the Acquired Business shall be deemed to be a Subsidiary of the Borrower for purposes of the representations and warranties made by the Borrower pursuant to the Responsible Officer’s Certificate referenced in this clause (b), and (B) no Default or Event of Default shall have occurred as of or on such Initial Acquisition Effective Date after giving effect to the consummation of the Initial Acquisition on such date, and (iii) the Borrower shall deliver to the Administrative Agent, on the Initial Acquisition Effective Date, a solvency certificate dated as of the Initial Acquisition Effective Date, executed by the chief financial officer or treasurer of the Borrower and substantially in the form of Exhibit D, certifying that each of the Borrower and the Acquired Business, after giving effect to the consummation of the Initial Acquisition, is Solvent. (c) The Borrower shall deliver or cause to be delivered to the Administrative Agent, by no later than November 17the date occurring 30 Business Days after the Closing Date and with respect to the Acquired Business, 2000the following, each of which shall be in form and substance satisfactory to the Administrative Agent: (i) an Assumption Agreement executed by the Acquired Business, in substantially the form of Annex 1 to the Guarantee and Collateral Agreement, pursuant to which the Acquired Business shall become a Grantor under the Guarantee and Collateral Agreement, (b) an executed Managing Member’s Certificate of the type described in Section 4.1(e) (which shall be in substantially the form of Exhibit C, together with all attachments thereto; (c) a Responsible Officer’s Certificate of the type described in Section 4.1(f), (d) any certificates, promissory notes and/or other deliverables of the type described in Section 4.1(h)(ii), (e) any Deposit Accounts, Securities Accounts and/or other Collateral Documents required by the terms of the Guarantee and Collateral Agreement to be delivered by the Grantors thereunder, (f) evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Administrative Agent has been granted access, in a manner reasonably satisfactory to it, to each Deposit Account and Securities Account of the Acquired Business which is not maintained at SVB and which contains any cash, Cash Equivalents or Qualifying Short-Term Debt Securities which are to be designated as Eligible Cash in any Borrowing Base Certificate delivered by the Borrower to the Administrative Agent hereunder, (g) insurance certificates of the type required by Section 4.1(i), (h) any other items of the type described in Section 4.1(h) that the Administrative Agent reasonably requests with respect to the Acquired Business, (i) a legal opinion of counsel to the Borrower in customary form, addressed to the Administrative Agent and the Lenders with respect to such matters as the Administrative Agent may reasonably request pursuant to Section 5.11(b)(iv), (j) any documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, and (k) any other documents, agreements, certificates, filings or information reasonably requested by the Administrative Agent. (d) The Borrower shall (i) cause each Loan Party and each counsel of the Loan Parties to deliver to the Administrative Agent by no later than the date occurring ten Business Days after the Closing Date, the originally-executed signature pages of such Persons to any of the agreements, opinions and other documents referenced in Section 4.1 (including any such signature pages to this Agreement and each of the other Loan Documents) in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents, and (ii) with respect use commercially reasonable efforts to cause any other Persons party to any Collateral (whether in the form of Demanded Shares agreements or other Collateral) proposed documents referenced in Section 4.1 to be pledged after October 20, 2000, deliver to the Administrative Agent by no later than 20 business the date occurring 30 days after the date on Closing Date the originally-executed signature pages of such Persons to any of the agreements, notice acknowledgments and other documents referenced in Section 4.1 in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such Collateral is delivered or otherwise pledged, whether by execution Persons’ signature pages for purposes of a security agreement or otherwise, to Pledgee:the closing of this Agreement and the other Loan Documents. (ae) Corporate Proceedings of Pledgors, Covista and Capsule. With respect The Borrower shall cause to be delivered by no later than the date occurring 30 days after the Closing Date each Pledgor that is a corporation, limited liability company or similar entity, Deposit Account Control Agreement required to be delivered pursuant to the Pledgee shall be provided with a copy terms of the resolutions Guarantee and Collateral Agreement, executed by the applicable Grantor related thereto and the Administrative Agent. (or comparable authorizing document)f) The Borrower shall cause to be delivered by no later than the date occurring 30 days after the Closing Date each Securities Account Control Agreement required to be delivered pursuant to the terms of the Guarantee and Collateral Agreement, executed by the applicable Grantor related thereto and the Administrative Agent. (g) The Borrower shall cause to be delivered by no later than the date occurring 30 days after the Closing Date each landlord consent and/or bailee waiver required to be delivered pursuant to the terms of the Guarantee and Collateral Agreement, executed by the applicable landlords and/or bailees related thereto. (h) The Borrower shall cause to be delivered by no later than the date occurring 30 days after the Closing Date copies of insurance certificates and insurance policy endorsements satisfying the requirements of Section 5.6 hereof and Section 5.2(b) of the Guaranty and Collateral Agreement, in form and substance satisfactory to the Pledgee, of the Board of Directors (or comparable governing body) of each such Pledgor authorizing and ratifying Administrative Agent. (i) The Administrative Agent shall have received, promptly after the execution, delivery and performance consummation of the Note First Merger, a true and complete copy of each of the following, each certified by a Responsible Officer of the Borrower as being a true and complete copy of such document or agreement: (if such Pledgor is a Borrower) and this Agreement and (iiA) the granting by it of the Liens created pursuant to this fully-executed Initial Acquisition Agreement, certified by (B) the Secretary or an Assistant Secretary “Company Stockholder Consent” (or comparable officeras defined in the Initial Acquisition Agreement), (C) of such Pledgorthe “Company Closing Financial Certificate” (as defined in the Initial Acquisition Agreement), which certificate shall be (D) the “Escrow Agreement” (as defined in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amendedInitial Acquisition Agreement), modified, revoked or rescinded and were in effect as of the date of this Agreement. With respect to each of Covista and Capsule, the Pledgee shall be provided with (E) a copy of the certificate delivered by the Borrower to Mets pursuant to Section 1.3(a)(i) of the Initial Acquisition Agreement (certifying on behalf of the Borrower that each of the conditions set forth in Section 6.2(a) of the Initial Acquisition Agreement has been satisfied), (F) a copy of the certificate delivered by the Mets to the Borrower pursuant to Section 1.3(b)(i) of the Initial Acquisition Agreement (certifying on behalf of Mets that each of the conditions set forth in Section 6.3(a) of the Initial Acquisition Agreement has been satisfied), (G) the First Initial Acquisition Certificate of Merger filed in connection with the First Merger, (H) the resolutions of the Board of Directors of such corporation the Borrower authorizing the Borrower to enter into and ratifying consummate each of the executionFirst Merger and the Second Merger, delivery (I) the resolutions of the Board of Directors of Mets authorizing Mets to enter into and performance consummate each of this Agreement the First Merger and the Second Merger, (J) the “Disclosure Letter” (as defined in the Initial Acquisition Agreement), (J) each “Pay-off Letter” (as defined in the Initial Acquisition Agreement) required to be delivered pursuant to Section 5.22 of the Initial Acquisition Agreement, and (K) the legal opinion of counsel to Mets delivered in connection with the Initial Acquisition Agreement. (j) The Administrative Agent shall have received, by no later than the date occurring 30 days after the Closing Date, the certificates representing the certificated shares of Capital Stock pledged to the extent set forth in this Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, certified together with an undated stock power for each such certificate executed in blank by the Secretary or Assistant Secretary of such corporation, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as a duly authorized officer of the date of this Agreementpledgor thereof.

Post-Closing Conditions. The Pledgors hereby agree On or prior to take the following actions, or to cause Covista, Capsule or other relevant Persons to take fourteen (14) calendar day anniversary of the following actions, Initial Closing Date (unless extended with the written consent of the Buyers): (i) with respect The Company shall have delivered to Collateral pledged on such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or before October 20, 2000, by no later than November 17, 2000, and comparable office) of such jurisdiction of formation as of a date within fourteen (14) days of the Initial Closing Date. (ii) with respect The Company shall have delivered to any Collateral such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (whether or comparable office) of each jurisdiction in which the form of Demanded Shares or other Collateral) proposed Company and conducts business and is required to be pledged after October 20so qualify, 2000, by no later than 20 business days after the date on which such Collateral is delivered or otherwise pledged, whether by execution as of a security agreement or otherwise, to Pledgee:date within fourteen (14) days of the Initial Closing Date. (aiii) Corporate Proceedings of Pledgors, Covista and Capsule. With respect The Company shall have delivered to each Pledgor that is such Buyer a corporation, limited liability company or similar entity, the Pledgee shall be provided with a certified copy of the resolutions Articles within fourteen (14) days of the Initial Closing Date. (iv) The Company shall have delivered or comparable authorizing documentcaused to be delivered to each Buyer and the Collateral Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent or the Buyers, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent and the Buyers, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Pledgee, Buyers (the “Perfection Certificate”). (v) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Common Shares outstanding on or immediately after the Board of Directors (or comparable governing body) of each such Pledgor authorizing and ratifying (i) the execution, delivery and performance of the Note (if such Pledgor is a Borrower) and this Agreement and (ii) the granting by it of the Liens created pursuant to this Agreement, certified by the Secretary or an Assistant Secretary (or comparable officer) of such Pledgor, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement. With respect to each of Covista and Capsule, the Pledgee shall be provided with a copy of the resolutions of the Board of Directors of such corporation authorizing and ratifying the execution, delivery and performance of this Agreement to the extent set forth in this Agreement, certified by the Secretary or Assistant Secretary of such corporation, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this AgreementInitial Closing Date.

Post-Closing Conditions. The Pledgors hereby agree to take the following actions, or to cause Covista, Capsule or other relevant Persons to take the following actions, (i) with respect to Collateral pledged on or before October 20, 2000, by no later than November 17, 2000, and (ii) with respect to any Collateral (whether in the form of Demanded Shares or other Collateral) proposed to be pledged after October 20, 2000, by no later than 20 business days after the date on which such Collateral is delivered or otherwise pledged, whether by execution of a security agreement or otherwise, to Pledgee: (a) Corporate Proceedings of Pledgors, Covista and Capsule. With respect to each Pledgor that is a corporation, limited liability company or similar entity, the Pledgee shall be provided with a copy of the resolutions (or comparable authorizing document), in form and substance satisfactory to the Pledgee, of the Board of Directors (or comparable governing body) of each such Pledgor authorizing and ratifying (i) the execution, delivery and performance of the Note (if such Pledgor is a Borrower) and this Agreement and (ii) the granting by it of the Liens created pursuant to this Agreement, certified by the Secretary or an Assistant Secretary (or comparable officer) of such Pledgor, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement. With respect to each of Covista and Capsule, the Pledgee shall be provided with a copy of the resolutions of the Board of Directors of such corporation authorizing and ratifying the execution, delivery and performance of this Agreement to the extent set forth in this Agreement, certified by the Secretary or Assistant Secretary of such corporation, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement.

Post-Closing Conditions. The Pledgors Borrowers hereby agree to take the following actions, or to cause Covista, Capsule the Issuer or other relevant Persons to take the following actions, (i) with respect to Collateral pledged on or before October 20, 2000, by no later than November 17August 15, 2000, and (ii) with respect to any Collateral (whether in the form of Demanded Shares or other Collateral) proposed to be pledged after October 20, 2000, by no later than 20 business days after the date on which such Collateral is delivered or otherwise pledged, whether by execution of a security agreement or otherwise, to Pledgee: (a) Corporate Proceedings of Pledgors, Covista Borrowers and CapsuleIssuer. With respect to each Pledgor Borrower that is a corporation, limited liability company or similar entity, the Pledgee Lender shall be provided with a copy of the resolutions (or comparable authorizing document), in form and substance satisfactory to the PledgeeLender, of the Board of Directors (or comparable governing body) of each such Pledgor Borrower authorizing and ratifying (i) the execution, delivery and performance of this Note and the Note (if such Pledgor is a Borrower) and this Stock Pledge Agreement and (ii) the granting by it of the Liens created pursuant to this the Stock Pledge Agreement, certified by the Secretary or an Assistant Secretary (or comparable officer) of such PledgorBorrower, which certificate shall be in form and substance reasonably satisfactory to the Pledgee Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this AgreementClosing Date. With respect to each the Foundation for the International Non-governmental Development of Covista and CapsuleSpace ("FINDS"), the Pledgee Lender shall be provided with a copy of the resolutions of the Board of Directors (or comparable governing body) of such corporation FINDS authorizing and ratifying the execution, delivery and performance of this Agreement to the extent set forth in this Stock Pledge Agreement, certified by the Secretary or Assistant Secretary of such corporationFINDS, which certificate shall be in form and substance reasonably satisfactory to the Pledgee Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date Closing Date. With respect to the Issuer, the Lender shall be provided with a copy of this the resolutions of the Board of Directors of the Issuer authorizing and ratifying the execution, delivery and performance of the Stock Pledge Agreement to the extent set forth in the Stock Pledge Agreement, certified by the Secretary or Assistant Secretary of the Issuer, which certificate shall be in form and substance reasonably satisfactory to the Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the Closing Date.