Additional Closing Documents/Closing Deliverables Clause Samples

Additional Closing Documents/Closing Deliverables. The Agent shall have received the following, executed by each of the respective parties thereto: (i) warrants substantially in the form attached hereto as Exhibit A. Each warrant shall be exercisable at the time of the Company’s IPO or a Sale of the Company (if occurring prior to maturity) for the purchase of that number of shares of common stock of the Company as is equal to 15% of the original principal amount of such Lender’s Loan divided by 70% of the value of such common stock in the Company IPO or such Sale of the Company, as applicable. The exercise price for shares purchased under the warrants shall be equal to 70% of the value of such common stock in the Company IPO or such Sale of the Company, as applicable. (ii) the Intercreditor Agreement; and (iii) a certificate of the Secretary or other appropriate officer of the Company, dated the Closing Date, certifying (A) copies, certified, where appropriate, by the Secretary of State of the State of Delaware, of the Organic Documents of the Company and the resolutions and other actions taken or adopted by the Company authorizing the execution, delivery and performance of the Loan Documents, and (B) the incumbency, authority and signatures of each officer of the Company authorized to execute and deliver the Loan Documents and act with respect thereto.