Common use of Closing Deliveries of Parent Clause in Contracts

Closing Deliveries of Parent. At Closing, Parent shall deliver the following documents to the Company: (a) An opinion of Moses & Singer LLP, counsel for Parent, to the effect set forth on Exhibit B hereto. (b) A certificate, dated the Closing Date, executed by the Secretary of Parent, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Exchange shall have been duly made or obtained, and all material consents by third parties required for the Exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (c) Copies of resolutions of the Board of Directors of Parent, certified by the Secretary of Parent, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Exchange and all other documents and instruments to be delivered by it pursuant hereto. (d) A certificate of incumbency executed by the Secretary of Parent certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Certificate of Incorporation (including the Certificate of Designation of the Series A Preferred Stock) and By-laws of Parent appended thereto have been validly adopted and have not been amended or modified. (e) A certificate of the Transfer Agent certifying as of the business day prior to the Closing Date, and before taking into consideration the Exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (f) An instruction letter from Parent to the Transfer Agent as provided for in Section 1.4 hereof accompanied by any opinion of Moses & Singer LLP, counsel for Parent, to be issued for the Transfer Agent’s benefit. (g) The executed resignations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ as the directors of Parent and of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ as officers of Parent, with ▇▇. ▇▇▇▇▇▇▇’▇ director resignation to take effect only upon compliance by Parent with the provisions of Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 under that act. (h) All written consents, satisfactory in form and substance to the Company, from each party to the contracts listed in Schedule 3.17 consenting to the change in ownership upon the effectiveness of the Exchange, of all of the rights and interests of Parent in and to such contracts, except to the extent the failure to so obtain such consents could not reasonably be expected to have a Parent Material Adverse Effect. (i) Evidence as of a recent date of the good standing and corporate existence of Parent issued by the Secretary of State of the State of Delaware and evidence that Parent is qualified to transact business as a foreign corporation and is in good standing in the State of New Jersey. (j) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request.

Closing Deliveries of Parent. At Unless otherwise set forth below, at the Closing, Parent shall deliver the following documents deliver, or cause to be delivered, to the CompanyStockholders the following: (a) An opinion promptly following the Effective Time, payment of Moses & Singer LLP, counsel for Parent, to the effect set forth on Exhibit B hereto.Initial Closing Cash Consideration and Merger Shares in accordance with Section 2.9; (b) A a certificate, dated as of the Closing Datedate hereof, executed signed by the Secretary of ParentParent and in form and substance reasonably satisfactory to the Stockholder Representative, certifying that: (i) all the names of Parent’s officers and the Merger Subs’ officers authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by Parent, together with true specimen signatures of such officers; (ii) that the copies of the articles or certificate of incorporation and the bylaws of Parent and Merger Sub I and the certificate of formation and limited liability company agreement of Merger Sub II, each as amended to date, attached thereto are true, correct and complete; and (iii) that the copies of the resolutions (or written consents, authorizations, orders in lieu thereof) of Parent and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery Merger Subs attached thereto evidencing the approval of this Agreement and the consummation of the Exchange shall have been other matters contemplated hereby and thereby were duly made or obtained, adopted and all material consents by third parties required for the Exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages are in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement.full force and effect; (c) Copies of resolutions of the Board of Directors a certificate signed by an authorized representative of Parent, certified by in form and substance reasonably satisfactory to the Secretary Company, dated as of Parentthe Closing Date, authorizing to the effect that each of the conditions set forth in Sections 8.3(a) and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Exchange and all other documents and instruments to be delivered by it pursuant hereto.8.3(b) have been satisfied; (d) A certificate a Certificate of incumbency executed by the Secretary Existence of Parent certifying the names, titles and signatures dated within ten (10) Business Days of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Certificate of Incorporation (including the Certificate of Designation of the Series A Preferred Stock) and By-laws of Parent appended thereto have been validly adopted and have not been amended or modified. (e) A certificate of the Transfer Agent certifying as of the business day prior to the Closing Date, and before taking into consideration the Exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (f) An instruction letter from Parent to the Transfer Agent as provided for in Section 1.4 hereof accompanied by any opinion of Moses & Singer LLP, counsel for Parent, to be issued for the Transfer Agent’s benefit. (g) The executed resignations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ as the directors of Parent and of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ as officers of Parent, with ▇▇. ▇▇▇▇▇▇▇’▇ director resignation to take effect only upon compliance by Parent with the provisions of Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 under that act. (h) All written consents, satisfactory in form and substance to the Company, from each party to the contracts listed in Schedule 3.17 consenting to the change in ownership upon the effectiveness of the Exchange, of all of the rights and interests of Parent in and to such contracts, except to the extent the failure to so obtain such consents could not reasonably be expected to have a Parent Material Adverse Effect. (i) Evidence as of a recent date of the good standing and corporate existence of Parent issued certified by the Secretary of State of the State of Delaware and evidence that Parent is qualified to transact business as North Carolina; (e) a foreign corporation and is in good standing in Certificate of Good Standing of each of the Merger Subs dated within ten (10) Business Days of the Closing Date, certified by the Secretary of State of the State of New Jersey.Delaware; (jf) Such additional supporting documentation an executed Lock-up Agreement duly executed by Parent and each Key Stockholder; (g) the PPP Loan Escrow Agreement duly executed by Parent; and (h) such other documents, instruments, certificates, consents and other information with respect agreements as the Company may reasonably require to effect the transactions contemplated hereby by this Agreement to be consummated as of the Company or its counsel may reasonably requestClosing.

Closing Deliveries of Parent. At or prior to the Closing, Parent Purchaser shall deliver the following documents have delivered, or caused to the Company: (a) An opinion of Moses & Singer LLP, counsel for Parentbe delivered, to the effect set forth on Exhibit B hereto. (b) A certificateSelling Members, dated and Selling Members shall have received, the Closing Date, executed by the Secretary of Parent, certifying thatfollowing: (i) all consentsa certificate of Parent executed by its Chief Executive Officer (or other person in equivalent position), authorizationsdated the Closing Date and in form and substance reasonably satisfactory to the Company, orders certifying as to the matters set forth in Sections 6.2(a) and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Exchange shall have been duly made or obtained, and all material consents by third parties required for the Exchange have been obtained; and6.2(b); (ii) no action a certificate of Parent executed by its Secretary (or proceeding before any courtother person in equivalent position), governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, certifying (A) the Purchaser Organizational Documents, (B) the resolutions adopted by the board of directors of Parent to adopt and authorize this Agreement, the Membership Interest Purchase and the other transactions contemplated by this Agreement. hereby (ccopies of which resolutions shall be attached to such certificate), and (C) Copies of resolutions of the Board of Directors of Parent, certified by the Secretary of Parent, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Exchange and all other documents and instruments to be delivered by it pursuant hereto. (d) A certificate of incumbency executed by the Secretary of Parent certifying the names, titles and signatures of the officers authorized to execute of Parent executing this Agreement and any the other agreements, instruments and documents referred to herein, and further certifying that the Certificate of Incorporation (including the Certificate of Designation of the Series A Preferred Stock) and By-laws executed by or on behalf of Parent appended thereto have been validly adopted and have not been amended pursuant to this Agreement or modified.otherwise in connection with the transactions contemplated hereby; (eiii) A duly completed and executed original stock certificates evidencing the Parent Shares to be issued to the Selling Members; (iv) a certificate from the Delaware Secretary of the Transfer Agent certifying as of the State dated within five (5) business day days prior to the Closing Date, certifying that Purchaser and before taking into consideration the Exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (f) An instruction letter from Parent to the Transfer Agent as provided for in Section 1.4 hereof accompanied by any opinion of Moses & Singer LLP, counsel for Parent, to be issued for the Transfer Agent’s benefit. (g) The executed resignations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ as the directors of Parent and of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ as officers of Parent, with ▇▇. ▇▇▇▇▇▇▇’▇ director resignation to take effect only upon compliance by Parent with the provisions of Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 under that act. (h) All written consents, satisfactory in form and substance to the Company, from each party to the contracts listed in Schedule 3.17 consenting to the change in ownership upon the effectiveness of the Exchange, of all of the rights and interests of Parent in and to such contracts, except to the extent the failure to so obtain such consents could not reasonably be expected to have a Parent Material Adverse Effect. (i) Evidence as of a recent date of the good standing and corporate existence of Parent issued by the Secretary of State of the State of Delaware and evidence that Parent is qualified to transact business as a foreign corporation and is in good standing in and that all applicable state franchise taxes or fees of Purchaser or Parent through and including the State date of New Jersey.the certificate have been paid; (jv) Such additional supporting documentation and Offer letters shall have been delivered to each Key Employee of the Company, which shall include provisions regarding stock options to be granted to each such Key Employees, duly executed by Purchaser (or the Company); and (vi) any documents, instruments, certificates or other information with respect Agreements required pursuant to this Agreement or that any of the transactions contemplated hereby as the Company or its counsel Selling Members may reasonably request.