Common use of Additional Closing Deliveries Clause in Contracts

Additional Closing Deliveries. At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”): (i) The legal opinion of Company Counsel, in substantially the form of Exhibit C hereto, addressed to the Investor; (ii) The Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date; (iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date: (A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby; (B) the By-laws of the Company; and (C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares; and (iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a date no earlier than five Business Days prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Thermoenergy Corp)

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Additional Closing Deliveries. At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company the “Company Deliverables”): (i) The legal opinion of Company Counsel, in substantially the form of Exhibit C hereto, addressed to the Investor; (ii) The Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date; (iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date: (A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby; (B) the By-laws of the Company; and (C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares; and (iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a date no earlier than five Business Days prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Thermoenergy Corp)

Additional Closing Deliveries. At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company the “Company Deliverables”): (i) The legal opinion of Company Counsel, in substantially the form of Exhibit C B hereto, addressed to the Investor; (ii) The Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date; (iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date: (A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby; (B) the By-laws of the Company; and (C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares; and (iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a date no earlier than five Business Days prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Thermoenergy Corp)

Additional Closing Deliveries. At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company the “Company Deliverables”): (i) The legal opinion of Company Counsel, in substantially the form of Exhibit C B hereto, addressed to the Investor; (ii) The A copy of the Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date; (iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date: (A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby; (B) the By-laws of the Company; and (C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares; and (iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a date no earlier than five Business Days prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Thermoenergy Corp)

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Additional Closing Deliveries. At each Closing, the Company shall deliver or cause to be delivered to the Investor Investors the following (the“Company the “Company Deliverables”): (i) The legal opinion of Company Counsel, in substantially the form of Exhibit C D hereto, addressed to the InvestorInvestors; (ii) The Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date; (iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date: (A) resolutions of the board of directors of the Company Board approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby; (B) the By-laws of the Company; and (C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares; and (iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a date no earlier than five Business Days prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Thermoenergy Corp)

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