VPI'S PERFORMANCE Sample Clauses

VPI'S PERFORMANCE. At the Closing, VPI and Stockholder shall deliver to Parent the following: (1) A certificate or certificates representing the Shares: (2) All of the original books and records of VPI, including the corporate minute book and stock book of VPI; (3) Resignations of each of the existing directors and officers of VPI, to be effective at the Effective Time; (4) A certificate of the Secretary of VPI, dated the Closing Date, in the form of EXHIBIT G attached hereto; (5) A certificate of Stockholder and the Officers of VPI, dated the Closing Date, in the form of EXHIBIT H attached hereto; (6) A duly executed Employment Agreement in the form of EXHIBIT E attached hereto (the "Employment Agreement"); (7) A duly executed Stockholder Agreement in the form of EXHIBIT F attached hereto (the "Stockholder Agreement"); (8) The Rights Agreement, duly executed; and (9) An opinion of counsel for VPI, dated the Closing Date, in the form of EXHIBIT I attached hereto.