Common use of Transactions and Deliveries at the Closing Clause in Contracts

Transactions and Deliveries at the Closing. (a) At the Closing, the Company and Sellers shall deliver or cause to be delivered to Buyer the following: (i) All certificates of Seller Shares registered in such Seller’s name (or an affidavit of loss and indemnity in form and substance acceptable to Buyer) for cancellation, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, together with a stock transfer agreement executed by such Seller in form and substance satisfactory to Buyer; (ii) Employment agreements with each of the Equityholder who will become an employee of Buyer; (iii) Copies of the Optionholder Consents; (iv) Resignations from the board of directors and all officer positions of the Company by all existing directors and officers of the Company, all to be effective as of the Closing; (v) The Closing Employee Census; (vi) Copies of the resolutions of Company, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (vii) Certificates of incumbency and specimen signatures of the signatory officers of Company; (viii) A good standing certificate issued by the Secretary of State for the State of Delaware in respect of Company, and a good standing certificate from each jurisdiction in which the Company is qualified to do business; (ix) An opinion from White Xxxxxxx Xxxxxx & Xxxxx, LLP, counsel to the Company, dated as of the Closing, in substantially the form of Exhibit B; (x) A properly executed statement in a form reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3); and (xi) The Closing Capitalization Table; (xii) The consents and waivers (including evidence of the payment in full of any fee or other payment, and the satisfaction of other conditions, required to obtain such consent or waiver or for such consent or waiver to be effective) of the third persons set forth on Schedule 2.05(a)(xii), in form and substance satisfactory to Buyer; (xiii) Terminations of each Contract set forth on Schedule 2.05(a)(xiii), executed by each of the parties thereto, in form and substance satisfactory to Buyer; (xiv) Amendments to each Contract set forth on Schedule 2.05(a)(xiv), executed by each of the parties thereto, providing terms as described on Schedule 2.05(a)(xiv), in form and substance satisfactory to Buyer; (xv) A release from MergerTech in form and substance satisfactory to Buyer (the “MergerTech Release”); (xvi) Payoff letters in form and substance satisfactory to Buyer reflecting payment in full of all items of Company Debt set forth on Schedule 2.03(a); and (xvii) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated hereby. (b) At the Closing, Buyer shall deliver to the Equityholders: (i) The Up Front Consideration; (ii) Copies of the resolutions of Buyer, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (iii) Certificates of incumbency and specimen signatures of the signatory officers of Buyer; and (iv) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated hereby.

Transactions and Deliveries at the Closing. (a) At the Closing, the Company and Sellers Seller shall deliver or cause caused to be delivered to Buyer the following: (i) All certificates an Assignment of Common Shares in the form of Exhibit A (the “Transfer Instrument”) to evidence the conveyance of the Seller Shares registered in such Seller’s name (or an affidavit of loss and indemnity in form and substance acceptable to Buyer) for cancellation, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, together with a stock transfer agreement executed by such Seller in form and substance satisfactory to BuyerShares; (ii) Employment agreements with each a Noncompetition and Confidentiality Agreement executed by Xxxx Xxxxxx in the form of the Equityholder who will become an employee of BuyerExhibit B; (iii) Copies of the Optionholder Consents; (iv) Resignations a Resignation from the board Board of directors and all officer positions Directors of the Company by all existing directors Xxxx Xxxxxx, Xxxxxx Xxxxxxxx and officers of the Company, Xxxx Xxxxxxxxx all to be effective as of the Closing; (viv) The Closing Employee Census; (vi) Copies copies of the resolutions of CompanySeller, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (viiv) Certificates certificates of incumbency and specimen signatures of the signatory officers of CompanySeller; (viiivi) A good standing certificate a Good Standing Certificate issued by the Secretary of State for the State of Delaware in respect of Seller, (vii) a short-form Good Standing Certificate issued by the Secretary of State for the State of Delaware in respect of the Company, and a good standing certificate from each jurisdiction in which the Company is qualified to do business; (ixviii) An opinion from White Xxxxxxx Xxxxxx & Xxxxx, LLP, counsel to the Company, dated as of the Closing, in substantially the form of Exhibit B; (x) A properly executed statement in a form reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3); and (xi) The Closing Capitalization Table; (xii) The consents and waivers (including evidence of the payment in full of any fee or other payment, and the satisfaction of other conditions, required to obtain such consent or waiver or for such consent or waiver to be effective) of the third persons set forth on Schedule 2.05(a)(xii), in form and substance satisfactory to Buyer; (xiii) Terminations of each Contract set forth on Schedule 2.05(a)(xiii), executed by each of the parties thereto, in form and substance satisfactory to Buyer; (xiv) Amendments to each Contract set forth on Schedule 2.05(a)(xiv), executed by each of the parties thereto, providing terms as described on Schedule 2.05(a)(xiv), in form and substance satisfactory to Buyer; (xv) A release from MergerTech in form and substance satisfactory to Buyer (the “MergerTech Release”); (xvi) Payoff letters in form and substance satisfactory to Buyer reflecting payment in full of all items of Company Debt set forth on Schedule 2.03(a); and (xvii) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated hereby; and (ix) a certificate of non-foreign status dated as of the Closing Date, sworn under penalties of perjury and in form and substance required by the Treasury Regulations promulgated under Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code. (b) At the Closing, Buyer shall deliver to the EquityholdersSeller: (i) The Up Front Considerationthe Purchase Price; (ii) Copies copies of the resolutions of Buyer, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (iii) Certificates certificates of incumbency and specimen signatures of the signatory officers of Buyer; and (iv) Any any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated hereby. (c) At the Closing, Seller and Buyer shall enter into the following agreements: (i) a Xxxx of Sale to be executed by Seller and Buyer in the form of Exhibit C: (ii) an Amended and Restated Technology Agreement in the form of Exhibit D (the “Technology Amendment and Restatement”); (iii) a Mutual Release to be executed by Seller, Xxxx Xxxxxx, Buyer and the Company in the form of Exhibit E; and (iv) a Supply Agreement related to specialty fiber to be in the form of Exhibit F.

Transactions and Deliveries at the Closing. (a) At the Closing, the Company and Sellers shall deliver or cause to be delivered to Buyer the following: (i) All certificates of Seller Shares registered in such Seller’s name (or an affidavit of loss and indemnity in form and substance acceptable to Buyer) for cancellation, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, together with a stock transfer agreement executed by such Seller in form and substance satisfactory to Buyer; (ii) Employment agreements with each of the Equityholder who will become an employee of Buyer; (iii) Copies of the Optionholder Consents; (iv) Resignations from the board of directors and all officer positions of the Company by all existing directors and officers of the Company, all to be effective as of the Closing; (v) The Closing Employee Census; (vi) Copies of the resolutions of Company, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (vii) Certificates of incumbency and specimen signatures of the signatory officers of Company; (viii) A good standing certificate issued by the Secretary of State for the State of Delaware in respect of Company, and a good standing certificate from each jurisdiction in which the Company is qualified to do business; (ix) An opinion from White Xxxxxxx Sxxxxxx Xxxxxx & XxxxxJxxxx, LLP, counsel to the Company, dated as of the Closing, in substantially the form of Exhibit B; (x) A properly executed statement in a form reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3); and (xi) The Closing Capitalization Table; (xii) The consents and waivers (including evidence of the payment in full of any fee or other payment, and the satisfaction of other conditions, required to obtain such consent or waiver or for such consent or waiver to be effective) of the third persons set forth on Schedule 2.05(a)(xii), in form and substance satisfactory to Buyer; (xiii) Terminations of each Contract set forth on Schedule 2.05(a)(xiii), executed by each of the parties thereto, in form and substance satisfactory to Buyer; (xiv) Amendments to each Contract set forth on Schedule 2.05(a)(xiv), executed by each of the parties thereto, providing terms as described on Schedule 2.05(a)(xiv), in form and substance satisfactory to Buyer; (xv) A release from MergerTech in form and substance satisfactory to Buyer (the “MergerTech Release”); (xvi) Payoff letters in form and substance satisfactory to Buyer reflecting payment in full of all items of Company Debt set forth on Schedule 2.03(a); and (xvii) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated hereby. (b) At the Closing, Buyer shall deliver to the Equityholders: (i) The Up Front Consideration; (ii) Copies of the resolutions of Buyer, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (iii) Certificates of incumbency and specimen signatures of the signatory officers of Buyer; and (iv) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated hereby.

Transactions and Deliveries at the Closing. (a) At the Closing, the Company and Sellers parties shall deliver or cause to be delivered to Buyer complete the following: (i) All certificates of Seller Shares registered in such Seller’s name (or an affidavit of loss and indemnity in form and substance acceptable to Buyer) for cancellation, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, together with a stock transfer agreement executed by such Seller in form and substance satisfactory to Buyer; (ii) Employment agreements with each of the Equityholder who will become an employee of Buyer; (iii) Copies of the Optionholder Consents; (iv) Resignations from the board of directors and all officer positions of the Company by all existing directors and officers of the Company, all to be effective as of the Closing; (v) The Closing Employee Census; (vi) Copies of the resolutions of Company, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a party; (vii) Certificates of incumbency and specimen signatures of the signatory officers of Company; (viii) A good standing certificate issued by the Secretary of State for the State of Delaware in respect of Company, and a good standing certificate from each jurisdiction in which the Company is qualified to do business; (ix) An opinion from White Xxxxxxx Xxxxxx & Xxxxx, LLP, counsel to the Company, dated as of the Closing, in substantially the form of Exhibit B; (x) A properly executed statement in a form reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3); and (xi) The Closing Capitalization Table; (xii) The consents and waivers (including evidence of the payment in full of any fee or other payment, and the satisfaction of other conditions, required to obtain such consent or waiver or for such consent or waiver to be effective) of the third persons set forth on Schedule 2.05(a)(xii), in form and substance satisfactory to Buyer; (xiii) Terminations of each Contract set forth on Schedule 2.05(a)(xiii), executed by each of the parties thereto, in form and substance satisfactory to Buyer; (xiv) Amendments to each Contract set forth on Schedule 2.05(a)(xiv), executed by each of the parties thereto, providing terms as actions described on Schedule 2.05(a)(xiv), in form and substance satisfactory to Buyer; (xv) A release from MergerTech in form and substance satisfactory to Buyer (the “MergerTech Release”); (xvi) Payoff letters in form and substance satisfactory to Buyer reflecting payment in full of all items of Company Debt set forth on Schedule 2.03(a); and (xvii) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated herebyAnnex 3. (b) At the Closing, Buyer the applicable Purchaser Entity shall deliver to the EquityholdersSeller or, to the extent applicable, the Company: (i) The Up Front one or more physical certificates of Parent’s Common Shares with the legends set forth in Exhibit A, representing the Share Consideration; (ii) Copies of a duly executed counterpart to the resolutions of Buyer, certified as being correct and complete and then in full force and effect, authorizing the execution of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated under this Agreement and the Related Agreements to which it is a partyEscrow Agreement; (iii) Certificates a duly executed counterpart to the Registration Rights Agreement; (iv) a duly executed counterpart to the IP Agreement; (v) a duly executed counterpart to the Unit Purchaser Promissory Note; (vi) a duly executed counterpart to the Asset Purchaser Promissory Note; (vii) a certified check in an amount equal to the Total Restricted Cash; (viii) an opinion of incumbency and specimen signatures of Parent’s Canadian legal counsel in a form agreed to by the signatory officers of Buyerparties hereto; and (ix) an opinion of Parent’s U.S. legal counsel in a form agreed to by the parties hereto. (c) At the Closing, the Seller shall, and to the extent applicable, shall cause the Company to, deliver to the Purchaser Entities: (i) certificates representing the Subsidiary Interests (to the extent such Subsidiary Interests are certificated), duly endorsed for transfer, where applicable, and other appropriate documents of transfer in relation to the assignment of the Subsidiary Interests; (ii) bills of sale or other appropriate documents of transfer, in form and substance reasonably acceptable to the Purchaser Entities, transferring the accounts receivable described in Section 2.2(c); (iii) the resignations, effective as of the Closing from each member of the board of directors or equivalent governing body of each Subsidiary of the Company, other than those set forth on Section 2.5(c)(iii) of the Parent Disclosure Schedule; (iv) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate a duly executed counterpart to consummate the transactions contemplated herebyEscrow Agreement; (v) a duly executed counterpart to the Registration Rights Agreement; (vi) a duly executed counterpart to the IP Agreement; (vii) a duly executed counterpart to the Unit Purchaser Promissory Note; and (viii) a duly executed counterpart to the Asset Purchaser Promissory Note.