Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following: (a) Resolutions of the Board of Directors of NDYN pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stock, par value of $0.0001 per share, to the NATE’S Shareholders whereby NATE’S shareholders shall 5,000,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN shall provide NATE’S with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S shall provide the following: (a) NATE’S shall present a certification that NATE’S is a corporation in good standing under the laws of the Colorado. (b) NATE’S shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S. (c) Present a certification from its president that NATE’S has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN including the certification that the issued and outstanding shares of common stock of NATE’S are fully diluted as of the Closing.

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN STHC and NATE’S. Skyline. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN STHC shall provide the following: (a) Resolutions of the Board of Directors of NDYN STHC pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (b) NDYN STHC shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN STHC and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN STHC shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN STHC shall provide a corporate resolution adopted and approved by the NDYN STHC Board of Directors authorizing the issuance of shares of NDYN STHC restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S Skyline Shareholders whereby NATE’S Skyline shareholders shall 5,000,000 own sat least eighty per cent (80%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN STHC shall provide NATE’S Skyline with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN STHC shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN STHC shares of common stock (post reverse split) to the NATE’S Skyline Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN STHC shares will be issued when shares of NATE’S Skyline have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN STHC common stock issued to the NATE’S Skyline Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S Skyline shall provide the following: (a) NATE’S Skyline shall present a certification that NATE’S Skyline is a corporation in good standing under the laws of the Colorado.standing (b) NATE’S Skyline shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.Skyline. (c) Present a certification from its president that NATE’S Skyline has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN STHC including the certification that the issued and outstanding shares of common stock of NATE’S Skyline are fully diluted as of the Closing.

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN North and NATE’S. Fast. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN North shall provide the following: (a) Resolutions of the Board of Directors of NDYN North pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (2) amendments to its Articles of Incorporation to: (a) change the corporate name to Innovus Pharmaceuticals, Inc. (b) NDYN effect a reverse split whereby the issued and outstanding shares of North shall be reduced by the ratio of ten to one. (c) provide for authorized capital of 150,000,000 shares of common stock, par value of $.001 per share. (b) North shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN North and resolutions adopted by the shareholder of the Sub approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN North shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN North shall provide a corporate resolution adopted and approved by the NDYN North Board of Directors authorizing the issuance of shares of NDYN North restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S Fast Shareholders whereby NATE’S Fast shareholders shall 5,000,000 own ninety-two per cent (92%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN North shall provide NATE’S Fast with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN North shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN North shares of common stock (post reverse split) to the NATE’S Fast Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN North shares will be issued when shares of NATE’S Fast have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN North common stock issued to the NATE’S Fast Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S Fast shall provide the following: (a) NATE’S Fast shall present a certification that NATE’S Fast is a corporation in good standing under the laws of the ColoradoDelaware. (b) NATE’S Fast shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.Fast. (c) Present a certification from its president that NATE’S Fast has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN North including the certification that the issued and outstanding shares of common stock of NATE’S Fast are fully diluted as of the Closing. (d) Present audited financial statements of Fast for the period ended as of December 31, 2010, and unaudited financial statements for the period ended March 31, 2011.

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “"Closing”") as mutually determined and agreed upon by the NDYN QTHE and NATE’S. SBR. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN QTHE shall provide the following: (a) Resolutions of the Board of Directors of NDYN QTHE pertaining to: (1) : approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (b) NDYN QTHE shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN QTHE and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN QTHE shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein. (d) NDYN QTHE shall provide a corporate resolution adopted and approved by the NDYN QTHE Board of Directors authorizing the issuance of shares of NDYN QTHE restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S SBR Shareholders whereby NATE’S SBR shareholders shall 5,000,000 own eighty per cent (80%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN QTHE shall provide NATE’S SBR with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN QTHE shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN QTHE shares of common stock (post reverse split) to the NATE’S SBR Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN QTHE shares will be issued when shares of NATE’S SBR have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN QTHE common stock issued to the NATE’S SBR Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S SBR shall provide the following: (a) NATE’S SBR shall present a certification that NATE’S SBR is a corporation in good standing under the laws of the ColoradoDelaware. (b) NATE’S SBR shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.SBR. (c) Present a certification from its president that NATE’S SBR has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN QTHE including the certification that the issued and outstanding shares of common stock of NATE’S SBR are fully diluted as of the Closing.

Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. PoweTech. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following: (a) Resolutions of the Board of Directors of NDYN pertaining to: (1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto; (2) amendments to its Articles of Incorporation to: (i) provide for authorized capital of 760,000,000 shares of common stock, par value of $.0001 per share. (b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger. (c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors and officers as provided herein. (d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stockstock (post reverse split), par value of $0.0001 0.001 per share, to the NATE’S PowerTech Shareholders whereby NATE’S PowerTech shareholders shall 5,000,000 own at least eighty per cent (80%) of the issued and outstanding shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein. (e) NDYN shall provide NATE’S PowerTech with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable. (f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S PowerTech Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S PowerTech have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S PowerTech Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S PowerTech shall provide the following: (a) NATE’S PowerTech shall present a certification that NATE’S PowerTech is a corporation in good standing under the laws of the Colorado. (b) NATE’S PowerTech shall provide resolutions adopting the Merger Agreement and Plan of Merger as well as the Certificate of Merger approved by not less than a majority of the issued and outstanding shares of common stock of NATE’S.PowerTech. (c) Present a certification from its president that NATE’S PowerTech has performed all corporate acts required under statute, regulations, articles of incorporation, bylaws or any other requirement to effect the transaction with NDYN including the certification that the issued and outstanding shares of common stock of NATE’S PowerTech are fully diluted as of the Closing.