Capitalization Certificate. Three (3) Business Days prior to the Closing, the Company shall deliver to Parent a certificate signed on behalf of the Company by an executive officer of the Company certifying as true (other than de minimis inaccuracies; it being understood that any inaccuracies resulting in fewer than 200,000 additional Common Shares (calculated on an as converted basis and as exercised basis) shall be deemed de minimis), as of the Business Day prior to such certificate due date, the number of (i) outstanding Common Shares, (ii) outstanding Preferred Shares, (iii) Common Shares underlying Company Options, (iv) Common Shares underlying the Company RSUs and (v) Common Shares underlying the Company PSUs.
Capitalization Certificate. On each Closing Date, there shall have been furnished to you a certificate, dated such Closing Date and addressed to you, signed by the chief financial officer of the Company, with respect to the capitalization of the Company, in form and substance satisfactory to you.
Capitalization Certificate. At the Closing, the Company shall deliver a certificate of its Chief Operating and Financial Officer setting forth the capitalization of the Company and containing the other representations and warranties set forth on Exhibit 4.13.
Capitalization Certificate. After the close of business on the business day immediately prior to the Closing, the Company shall deliver to the Investors and Ciba a certificate executed by the Company's Chief Financial Officer which certificate shall specify the number of shares of Common Stock issued and outstanding as of the close of business on such date.
Capitalization Certificate. Parent shall have received from the Company a certificate (the “Capitalization Certificate”), dated as of the Closing Date and executed by the president or chief executive officer and secretary of the Company, in a form reasonably acceptable to Parent, setting forth (i) the name of each Effective Time Company Stockholder and the type and number of shares of Company Capital Stock held by each such Effective Time Company Stockholder and (ii) the name of each holder of a Company Stock Option that is outstanding immediately prior to the Effective Time and the type and number of shares of Company Capital Stock issuable upon the exercise in full of each such Company Stock Option.
Capitalization Certificate. The Company shall provide, immediately after the Closing, a schedule reflecting the capitalization of the Company as of immediately after the transactions contemplated by this Agreement, including at least the information provided in the representation in Section 3.2 and indicating the number of fully-diluted shares of Common Stock, and certified by the Chief Financial Officer of the Company (the "Certificate"). Until the second anniversary of the Closing Date, the Company shall amend the Certificate at any time after the Closing to reflect any changes to the Certificate (which in all cases shall reflect the capitalization of the Company as of immediately after the transactions contemplated by this Agreement) if the Company learns that the Certificate is incorrect or not complete in any respect. Notwithstanding any provision contained in this Agreement, the Amended Registration Rights Agreement and the Warrant Certificate, if the number of fully-diluted shares of common stock as reflected in the Certificate at any time is more than 33,828 shares in excess of 33,827,779 shares of Common Stock, then the number of shares purchasable upon exercise of the Warrant shall be increased to a number of shares equal to 6.796% of the fully-diluted shares of Common Stock. Upon any such adjustment to the number of shares to be acquired upon exercise of the Warrant, the holder of the Warrant shall deliver to the Company the Warrant Certificate for cancellation and immediately thereupon the Company shall issue a new Warrant Certificate reflecting the registered number of shares purchasable thereunder. For purposes of this Section 5.8, the term "fully-diluted shares of Common Stock" means the sum of shares of Common Stock outstanding, plus all shares of Common Stock issuable pursuant to (i) the conversion or exchange of securities that are convertible into or exchangeable for shares of Common Stock or the exercise of any option, warrant or other right to acquire shares of Common Stock from the Company, (ii) the conversion or exchange of any security that is convertible into or exchangeable for any securities referred to in Section 5.8(i) or the exercise of any security that is exercisable for any securities referenced in Section 5.8(i), and (iii) the exercise of any rights under any agreement regarding equity equivalents, interest in the ownership or earnings, or other similar rights of or with respect to the Company.
Capitalization Certificate. The Capitalization Certificate, duly executed by an officer of Parent.
Capitalization Certificate. Three (3) Business Days prior to the Closing, the Company shall deliver to the Investors a certificate, certified by an appropriate executive officer of the Company, setting forth, as of such date, all of the information contained in Section 3.02(a) with respect to the outstanding shares of capital stock of the Company and the Company Securities.
Capitalization Certificate. At least five (5) Business Days before the Closing Date, iGambit shall prepare and deliver to Clinigence a certificate (the “Capitalization Certificate”) setting forth, as of immediately prior to the Effective Time, the number of the total issued and outstanding iGambit Common Stock on a fully diluted, as-converted basis, calculated in accordance with Section 3.1(b).
Capitalization Certificate. The Capitalization Certificate, duly executed by an officer of iGambit.
