Common use of The Company’s Deliveries Clause in Contracts

The Company’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at the Closing the Company shall deliver to Parent all of the following: (a) a copy of the Restated Articles of Incorporation of the Company, as amended (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of Indiana; (b) a certificate of existence of the Company, issued as of a recent date by the Secretary of State of the State of Indiana; (c) a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to: (i) no amendments to the Company Charter since a specified date; (ii) the Company’s Bylaws; (iii) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby; (iv) the resolutions of the Shareholders approving the Merger and this Agreement in accordance with Chapter 40 Section 3 of the IBCL; and (v) the incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement; (d) the certificates contemplated by Sections 9.1(a), 9.2, 9.6(a), 9.6(b) and 9.7, each duly executed by the Chief Executive Officer and Chief Financial Officer of the Company; (e) the certificate contemplated by Section 9.1(a), duly executed by the Representative; (f) the certificates contemplated by Section 9.1(b), duly executed by each Supporting Shareholder; (g) evidence reasonably satisfactory to Parent regarding the termination of any and all notes issued by Fifth Third Bank, Kentucky, Inc. in favor of the Company and the release of any security interest in any assets or property of the Company held by Fifth Third Bank Kentucky, Inc. in connection therewith; (h) all consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement; (i) duly executed resignations, effective as of the Effective Time, of each of the directors of the Company; (j) evidence reasonably satisfactory to Parent regarding the termination of the agreements set forth on Schedule 4.5(j); (k) evidence reasonably satisfactory to Parent regarding the termination or expiration of, and the waiver of and release of any and all claims to any and all severance rights under, the agreements set forth on Schedule 4.5(k); (l) Stock Sale Forbearance Agreements, dated the Closing Date, substantially in the form of Exhibit F, duly executed by each Option Holder; and (m) an opinion of counsel to the Company, dated the Closing Date, substantially in the form of Exhibit G.

The Company’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at the Closing the Company shall deliver to Parent all of the following: (a) a copy of the Amended and Restated Articles of Incorporation of the Company, as amended Company (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of IndianaNorth Carolina; (b) a certificate of existence good standing of the CompanyCompany and each of the Subsidiaries, issued as of a recent date by the Secretary of State of the State of Indianastate in which each entity is incorporated or organized; (c) a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to: (i) no amendments to the Company Charter since a specified date; (ii) the Company’s Bylaws; (iii) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby; (iv) the resolutions of the Shareholders approving the Merger and this Agreement in accordance with Chapter 40 Section 3 55-11-03 of the IBCLNCBCA or the written consent of the Shareholders approving the Merger and this Agreement in accordance with Section 55-7-04 of the NCBCA; and (v) the incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement; (d) the certificates contemplated by Sections 9.1(a)9.1, 9.2, 9.6(a), 9.6(b) and 9.7, each duly executed by the Chief Executive Officer and Chief Financial Officer of the Company; (e) the certificate contemplated by Section 9.1(a)9.1, duly executed by the Shareholder Representative; (f) the certificates contemplated by Section 9.1(b), duly executed by each Supporting Shareholder; (g) evidence reasonably satisfactory to Parent regarding the termination of any and all notes issued by Fifth Third Bank, Kentucky, Inc. in favor of the Company and the release of any security interest in any assets or property of the Company held by Fifth Third Bank Kentucky, Inc. in connection therewith; (h) all consents, waivers or approvals that may have been obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement; (ig) duly executed resignations, effective as of the Effective Time, of each of the officers specified in Schedule 4.5(g) and the directors of the Company; (jh) evidence reasonably satisfactory to Parent regarding the termination of the agreements set forth on in Schedule 4.5(j4.5(h); (k) evidence reasonably satisfactory to Parent regarding the termination or expiration of, and the waiver of and release of any and all claims to any and all severance rights under, the agreements set forth on Schedule 4.5(k); (l) Stock Sale Forbearance Agreements, dated the Closing Date, substantially in the form of Exhibit F, duly executed by each Option Holder; and (mi) an opinion of counsel to the Company, dated the Closing Date, substantially in the form of Exhibit G.G; and (j) the Escrow Agreement duly executed by the Shareholder Representative.

The Company’s Deliveries. Subject to fulfillment or waiver of ------------------------ the conditions set forth in Article XIX, at on the Closing Date Stockholder shall ---------- cause the Company shall to deliver to Parent Buyer all of the following: (a) a copy of the Restated Articles of Incorporation of the Company, as amended (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of IndianaMissouri; (b) a certificate of existence good standing of the Company, issued as of a recent date by the Secretary of State of the State of IndianaMissouri; (c) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to ParentBuyer, as to: to (i) no amendments to the Articles of Incorporation of the Company Charter since a specified date; (ii) the By-laws of the Company’s Bylaws; (iii) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby; (iv) the resolutions of the Shareholders approving the Merger and this Agreement in accordance with Chapter 40 Section 3 of the IBCLherein; and (viv) the incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement; (d) the certificates contemplated by Sections 9.1(a)an opinion or opinions of Bass, 9.2Xxxxx & Xxxx PLC, 9.6(a), 9.6(b) and 9.7, each duly executed by the Chief Executive Officer and Chief Financial Officer of counsel to the Company; (e) , and/or the certificate contemplated by Section 9.1(a), duly executed by the Representative; (f) the certificates contemplated by Section 9.1(b), duly executed by each Supporting Shareholder; (g) evidence reasonably satisfactory to Parent regarding the termination general counsel of any and all notes issued by Fifth Third Bank, Kentucky, Inc. in favor of the Company and the release of any security interest in any assets Stockholder or property of the Company held by Fifth Third Bank Kentucky, Inc. in connection therewith; (h) all consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement; (i) duly executed resignations, effective as of the Effective Time, of each of the directors of the Company; (j) evidence reasonably satisfactory to Parent regarding the termination of the agreements set forth on Schedule 4.5(j); (k) evidence reasonably satisfactory to Parent regarding the termination or expiration of, and the waiver of and release of any and all claims to any and all severance rights under, the agreements set forth on Schedule 4.5(k); (l) Stock Sale Forbearance AgreementsParent, dated the Closing Date, substantially in the form contained in Exhibit B; --------- (e) resignations of Exhibit Feach of the officers and directors of the Company, effective as of the Closing Date; (f) the certificates contemplated by Sections 8.1 and 8.2, duly ------------ --- executed by the President of the Company; (g) evidence of termination of all arrangements between the Company and Stockholder, including the Administrative Services Agreement and the Dental Provider/Service Agreement, except as provided herein; (h) the Joint Marketing/Provider Agreement, duly executed by each Option Holderthe Company; and (mi) an opinion of counsel to the Transition Services Agreement, duly executed by the Company, dated the Closing Date, substantially in the form of Exhibit G..

The Company’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article XSection 10, at concurrently with the Closing Merger Filing the Company shall deliver (or cause to be delivered) to Parent all of the following: (a) 4.8.1 a copy of the Restated Articles Certificate of Incorporation of the Company, as amended (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of IndianaDelaware; (b) 4.8.2 a certificate of existence good standing of the Company, issued as of a recent date by the Secretary of State of the State of IndianaDelaware; (c) 4.8.3 a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to: to the effect that (i) no amendments to the Certificate of Incorporation of the Company Charter has not been amended or modified since a specified datethe date of certification of the Delaware Secretary of State referred to in Section 4.8.1; (ii) the Company’s Bylaws, as attached thereto, have not been amended or modified as of the Closing Date; (iii) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby; (iv) herein and the resolutions of the Shareholders approving the Merger Stockholders adopting this Agreement, as attached thereto, are in full force and this Agreement in accordance with Chapter 40 Section 3 effect and have not been superseded, amended or modified as of the IBCLClosing Date; and (viv) the incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary AgreementAgreement are as set forth on the certificate; (d) the certificates contemplated by Sections 9.1(a), 9.2, 9.6(a), 9.6(b) and 9.7, each duly executed by the Chief Executive Officer and Chief Financial Officer 4.8.4 an opinion or opinions of counsel to the Company; (e) , dated the certificate contemplated by Section 9.1(a), duly executed by the Representative; (f) the certificates contemplated by Section 9.1(b), duly executed by each Supporting Shareholder; (g) evidence Closing Date and in form and substance reasonably satisfactory to Parent regarding the termination of any and all notes issued by Fifth Third Bank, Kentucky, Inc. in favor of the Company and the release of any security interest in any assets or property of the Company held by Fifth Third Bank Kentucky, Inc. in connection therewithParent; (h) 4.8.5 all consents, waivers or approvals approvals, if any, obtained by the Company with respect to the consummation of the transactions Contemplated Transactions; 4.8.6 the certificates contemplated by this Agreement; (i) Sections 9.1 and 9.2, duly executed resignations, effective as of by the Effective Time, of each of the directors President or any Vice President of the Company; (j) evidence reasonably satisfactory to Parent regarding 4.8.7 the termination of the agreements set forth on Schedule 4.5(j); (k) evidence reasonably satisfactory to Parent regarding the termination or expiration of, and the waiver of and release of any and all claims to any and all severance rights under, the agreements set forth on Schedule 4.5(k); (l) Stock Sale Forbearance AgreementsEmployment Agreement, dated the Closing DateDate and duly executed by Davix xxx the Company; 4.8.8 the Supplements and Amendments, substantially in dated the form Closing Date and duly executed by the Company and each of Exhibit FDavix xxx the Other Executives; 4.8.9 the General Release and Covenant Not to Sue, dated the Closing Date and duly executed by each Option Holder; and (m) an opinion of counsel to TechFarm, Davix and the Company, dated the Closing Date, substantially in the form of Exhibit G.Other Executives.