Deliveries by LSG. At the Closing, LSG shall deliver to LED the following:
Deliveries by LSG. At the Closing, LSG shall deliver to LED the following: certificates representing the shares of LSG Series B Preferred Stock to be issued as Exchange Consideration in accordance with Section 2.02; the Xxxx of Sale, duly executed by LSG; the Employment Agreements, duly executed by LSG; the Trademark Assignment, duly executed by LSG; the Registration Rights Agreement, duly executed by LSG; a payoff letter from the Bank of Texas, N.A., reflecting the repayment in full of all indebtedness owed by LSG and its Subsidiaries to Bank of Texas, N.A., and the release and termination of all Encumbrances relating to such indebtedness; a copy of a certificate of the Secretary of State of Delaware, dated not more than seven (7) days prior to the Closing Date, certifying that LSG is duly organized and in good standing or presently subsisting under the Laws of Delaware; copies of all resolutions of LSG's Board of Directors authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, and including resolutions of LSG's Board of Directors authorizing and submitting to stockholders of LSG for approval (i) a 1 for 20 reverse stock split and (ii) an amended and restated certificate of incorporation of LSG, in each case certified by an executive officer of LSG as being in full force and effect on the Closing Date; a legal opinion of Xxxxxx and Xxxxx, LLP in form and substance satisfactory to LED, addressed to LED and dated as of the Closing Date; a copy of the fairness opinion delivered to LSG concerning the transactions contemplated by this Agreement; the Indemnity Agreement, duly executed by LSG; and such other documents and instruments as LED may reasonably request.
