definiens: as defined in Section 1445 of the Code ; ( vi ) a duly executed certificate of a n executive officer of Seller Parent certifying the fulfillment of the conditions set fo rth in Section 7.3(a ) ; and ( vii ) stock certificates representing a ll the Nalpropion Shares, duly endorsed in blank or with stock powers duly executed by Pernix Ireland DAC in proper form for transfer ; and ( viii ) all other documents, instruments o r writings of conveyance reasonably necessary or customary to consummate the Agreement to be prepared by the Buyer ; provided such document s are ( A ) in form and substance reasonably acceptable to the applicable Seller, ( B ) required to be executed only by the Sellers or an agent of Sellers ( in his or her capac ity as such ) and ( C ) identified and provided by Buy er to Sellers in a form acceptable to such Buyer at least seven ( 7 ) Business Days before the Closing Date