TRANSACTIONS CONTEMPLATED HEREBY
AND ALL CERTIFICATES, OPINIONS, INSTRUMENTS, AND OTHER DOCUMENTS REQUIRED TO
EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE REASONABLY SATISFACTORY IN
FORM AND SUBSTANCE TO THE BUYER.
(P)
PRODUCTION CAPACITY. THE TRANSITION OF PRODUCTION CAPACITY FROM
THE EXISTING FACILITY TO THE NEW FACILITY FOR THE PRODUCTS SHALL BE
SUBSTANTIALLY COMPLETE AS SUCH TERM IS DEFINED ON SCHEDULE 9.1(P).
(Q)
OTHER DELIVERIES. THE SELLER ENTITIES SHALL HAVE EXECUTED (WHERE
APPLICABLE) AND DELIVERED TO THE BUYER (OR SHALL HAVE CAUSED TO BE EXECUTED AND
DELIVERED TO THE BUYER BY THE APPROPRIATE PERSON) THE FOLLOWING:
(I)
CERTIFIED COPIES OF VOTES OF THE BOARD OF DIRECTORS AND THE
EQUITYHOLDERS AUTHORIZING EACH SELLER ENTITY'S EXECUTION OF THIS AGREEMENT AND
EACH OF THE AGREEMENTS, DOCUMENTS AND INSTRUMENTS CONTEMPLATED HEREBY TO WHICH
IT IS A PARTY;
(II)
A COPY OF EACH SELLER ENTITY'S SELLER ORGANIZATIONAL DOCUMENTS,
INCLUDING IN THE CASE OF EACH SELLER ENTITY NOT FORMED IN CALIFORNIA, ITS
CHARTER, MEMORANDUM AND/OR ARTICLES OF ASSOCIATION CERTIFIED BY THE APPROPRIATE
GOVERNMENTAL AUTHORITY (IF APPLICABLE), AND, SPECIFICALLY IN THE CASE OF ACON
LABS AND AZURE, BY THE SECRETARY OF STATE OF CALIFORNIA, IN THE CASE OF OAKVILLE
BY THE COMPANIES REGISTRY IN HONG KONG AND IN THE CASE OF ACON BIO, BY THE LOCAL
ADMINISTRATION OF INDUSTRY AND COMMERCE;
(III)
CERTIFICATES ISSUED, IN THE CASE OF ACON LABS AND AZURE, BY THE
SECRETARY OF STATE OF CALIFORNIA, IN THE CASE OF LBI, BY THE REGISTRAR OF
CORPORATE AFFAIRS IN THE BRITISH VIRGIN ISLANDS, AND, IN THE CASE OF EACH OTHER
SELLER ENTITY (EXCEPT FOR
53
ACON BIO), BY A SIMILAR OFFICE IN THE STATE OR PROVINCE IN WHICH EACH OF THE
SELLER ENTITIES DOES BUSINESS CERTIFYING THAT EACH SUCH SELLER ENTITY IS IN GOOD
STANDING IN SUCH JURISDICTION OR IN THE CASE OF OAKVILLE, HAS CONTINUING
REGISTRATION IN HONG KONG, AS OF THE MOST RECENT PRACTICABLE DATE;
(IV)
A COPY OF ACON BIO'S BUSINESS LICENSE SHOWING THE CHOP OF THE
LOCAL ADMINISTRATION OF INDUSTRY AND COMMERCE CONFIRMING THAT ACON BIO HAS
PASSED ITS MOST RECENT ANNUAL INSPECTION;
(V)
TRUE AND CORRECT COPIES OF EACH OF THE AGREEMENTS, DOCUMENTS AND
INSTRUMENTS CONTEMPLATED HEREBY AND ALL AGREEMENTS, DOCUMENTS, INSTRUMENTS AND
CERTIFICATES DELIVERED OR TO BE DELIVERED IN CONNECTION THEREWITH; AND
(VI)
CERTIFICATE OF THE SECRETARY OR, IN THE CASE OF ACON BIO, LEGAL
REPRESENTATIVE, OF EACH SELLER ENTITY, CERTIFYING THAT THE RESOLUTIONS OF EACH
SUCH SELLER ENTITY AND SELLER ENTITY'S SELLER ORGANIZATIONAL DOCUMENTS IN
PARAGRAPHS (I) AND (II) ABOVE ARE IN FULL FORCE AND EFFECT AND HAVE NOT BEEN
AMENDED OR MODIFIED, AND THAT THE OFFICERS OF SUCH SELLER ENTITY ARE THOSE
PERSONS NAMED IN THE CERTIFICATE.
9.2
Conditions to the Seller Entities' Obligations. The obligation
of the Seller Entities to effect the transactions contemplated by this Agreement
in connection with the Closing shall be subject to the satisfaction (or waiver)
on or prior to the Closing Date of all of the following conditions:
(A)
REPRESENTATIONS; WARRANTIES; COVENANTS. EACH OF THE
REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED IN