Certificates and Documents. The Company shall have delivered to counsel to the Purchasers: (a) a copy of the Restated Certificate as in effect immediately prior to the First Closing, certified by the Secretary of State of the State of Delaware and certificates, as of the most recent practicable date, of the Secretary of State of the State of Delaware and the Commonwealth of Massachusetts as to the Company’s corporate good standing and qualification to do business as a foreign corporation, respectively; and (b) a certificate of the Secretary of the Company dated as of such Closing, certifying as to (i) the incumbency of officers of the Company executing the Financing Agreements and Warrants and all other documents executed and delivered in connection herewith, (ii) a copy of the By-Laws of the Company, as in effect as of such Closing, (iii) a copy of the resolutions of the Board authorizing and approving the Company’s execution, delivery, and performance of the Financing Agreements and Warrants, all matters in connection with the Financing Agreements and Warrants, and the transactions contemplated thereby and a statement to the effect that such resolutions are in full force and (iv) a copy of the resolutions of the stockholders of the Company authorizing and approving the filing of the Restated Certificate.
Appears in 3 contracts
Samples: Series C Convertible Preferred Stock and Warrant Purchase Agreement, Series C Convertible Preferred Stock and Warrant Purchase Agreement (Visterra, Inc.), Series C Convertible Preferred Stock and Warrant Purchase Agreement (Visterra, Inc.)
Certificates and Documents. The Company shall have delivered to counsel to the Purchasers:
(a) a copy of the Restated Certificate as in effect immediately prior to the First such Closing, certified by the Secretary of State of the State of Delaware and certificates, as of the most recent practicable date, of the Secretary of State of the State of Delaware and the Commonwealth of Massachusetts as to the Company’s corporate good standing and qualification to do business as a foreign corporation, respectively; and
(b) a certificate of the Secretary of the Company dated as of such Closing, certifying as to (i) the incumbency of officers of the Company executing the Financing Agreements and Warrants and all other documents executed and delivered in connection herewith, (ii) a copy of the By-Laws of the Company, as in effect as of such Closing, (iii) a copy of the resolutions of the Board authorizing and approving the Company’s execution, delivery, and performance of the Financing Agreements and WarrantsAgreements, all matters in connection with the Financing Agreements and WarrantsAgreements, and the transactions contemplated thereby and a statement to the effect that such resolutions are in full force and (iv) a copy of the resolutions of the stockholders of the Company authorizing and approving the filing of the Restated Certificate.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.)
Certificates and Documents. The Company shall have delivered to counsel to the Purchasers:
(a) a copy of the Restated Certificate Certificate, as in effect immediately prior to the First Closing, certified by the Secretary of State of the State of Delaware and certificates, as of the most recent practicable date, of the Secretary of State of the State of Delaware and the Commonwealth of Massachusetts as to the Company’s corporate good standing and qualification to do business as a foreign corporation, respectively; and
(b) a certificate of the Secretary of the Company dated as of such the Closing, certifying as to (i) the incumbency of officers of the Company executing the Financing Agreements and Warrants and all other documents executed and delivered in connection herewith, (ii) a copy of the By-Laws of the Company, as in effect as of such date of the Closing, (iii) a copy of the resolutions of the Board authorizing and approving the Company’s execution, delivery, and performance of the Financing Agreements and WarrantsAgreements, all matters in connection with the Financing Agreements and WarrantsAgreements, and the transactions contemplated thereby and a statement to the effect that such resolutions are in full force and effect and that the Company’s Certificate of Incorporation has not been further amended since the filing of the Restated Certificate and (iv) a copy of the resolutions of the stockholders of the Company authorizing and approving the filing of the Restated Certificate.
(c) copies of agreements reasonably satisfactory to the Purchasers between the Company and each current and former officer, employee and consultant of the Company including provisions governing the protection of confidential information, assignment of intellectual property, competition with the Company, development rights and non-solicitation of the Company’s employees and consultants.
Appears in 2 contracts
Samples: Second Series D Convertible Preferred Stock Purchase Agreement (Cerulean Pharma Inc.), Purchase Agreement (Cerulean Pharma Inc.)
