Authorization; Consents. The Board of Directors and stockholders of the Company shall have duly adopted resolutions in form satisfactory to the Investors authorizing the Company to consummate the transactions contemplated hereby to which it is a party in accordance with the terms hereof, and the Investors shall have received a duly executed certificate of the Secretary of the Company dated the Closing Date setting forth a copy of such resolutions and such other matters as may be requested by the Investors. The Company shall have obtained any and all other consents, permits and waivers and made all filings necessary or appropriate for consummation of the transactions contemplated by this Agreement except for such post-Closing filings as may be required under applicable securities laws.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Viagrafix Corp), Convertible Preferred Stock Purchase Agreement (Viagrafix Corp)
Authorization; Consents. The Board of Directors and stockholders of the Company (including the independent board committee) shall have duly adopted resolutions in form satisfactory to the Investors and shall have received all necessary approvals of shareholders of the Company authorizing the Company to consummate the transactions contemplated hereby to which it is a party in accordance with the terms hereof, and the Investors shall have received a duly executed certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date setting forth a copy of such resolutions and such other matters as may be requested by the Investors. The Company shall have obtained any and all other consents, permits and waivers and made all filings necessary or appropriate for consummation of the transactions contemplated by this Agreement except for such post-Closing filings as may be required under applicable securities lawsAgreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Preferred Networks Inc)
Authorization; Consents. The Board of Directors and stockholders of the Company Company, to the extent necessary, shall have duly adopted resolutions in form satisfactory to the Investors Investor authorizing the Company to consummate the transactions contemplated hereby to which it is a party in accordance with the terms hereof, and the Investors Investor shall have received a duly executed certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date setting forth a copy of such resolutions and such other matters as may be requested by the InvestorsInvestor. The Company shall have obtained any and all other consents, permits and waivers and made all filings necessary or appropriate for consummation of the transactions contemplated by this Agreement except for such post-Closing filings as may be required under applicable securities lawsAgreement.
Appears in 1 contract
Authorization; Consents. The Board of Directors and stockholders of the Company and an independent committee of the Board of Directors shall have duly adopted resolutions in form satisfactory to the Investors and shall have received all necessary approvals of shareholders of the Company authorizing the Company to consummate the transactions contemplated hereby to which it is a party in accordance with the terms hereof, and the Investors shall have received a duly executed certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date setting forth a copy of such resolutions and such other matters as may be requested by the Investors. The Company shall have obtained any and all other consents, permits and waivers and made all filings necessary or appropriate for consummation of the transactions contemplated by this Agreement except for such post-Closing filings as may be required under applicable securities lawsAgreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Preferred Networks Inc)
Authorization; Consents. The Board of Directors and stockholders of the Company shall have duly adopted resolutions in form satisfactory to the Investors Investor authorizing the Company to consummate the transactions contemplated hereby to which it is a party in accordance with the terms hereof, and the Investors Investor shall have received a duly executed certificate of the Secretary of the Company dated the Closing Date setting forth a copy of such resolutions and such other matters as may be requested by the InvestorsInvestor. The Company shall have obtained any and all other consents, permits and waivers waivers, and made all filings necessary or appropriate for consummation of the transactions contemplated by this Agreement Agreement, except for any such post-Closing filings as may be required under applicable securities laws.
Appears in 1 contract
Samples: Common Stock (Yellow Brix Inc)
Authorization; Consents. The Board of Directors and ----------------------- stockholders of the Company Company, to the extent necessary, shall have duly adopted resolutions in form satisfactory to the Investors authorizing the Company to consummate the transactions contemplated hereby to which it is a party in accordance with the terms hereof, and the Investors shall have received a duly executed certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date setting forth a copy of such resolutions and such other matters as may be requested by the Investors. The Company shall have obtained any and all other consents, permits and waivers and made all filings necessary or appropriate for consummation of the transactions contemplated by this Agreement except for such post-Closing filings as may be required under applicable securities lawsAgreement.
Appears in 1 contract
Samples: Series H Preferred Stock Purchase Agreement (Avery Communications Inc)
Authorization; Consents. The Board of Directors and stockholders of the Company ------------------------------------ shall have duly adopted resolutions in form satisfactory to the Investors authorizing the Company to consummate the transactions contemplated hereby to which it is a party in accordance with the terms hereof, and the Investors shall have received a duly executed certificate of the Secretary of the Company dated the Closing Date setting forth a copy of such resolutions and such other matters as may be requested by the Investors. The Company shall have obtained any and all other consents, permits and waivers and made all filings necessary or appropriate for consummation of the transactions contemplated co ntemplated by this Agreement except for such post-Closing filings as may be required under applicable securities laws.
Appears in 1 contract
Samples: Common Stock Purchase and Subscription Agreement (Ijnt Net Inc)