Certificates and Documents. Prior to the Initial Closing, and at each Additional Closing upon the request of an Additional Purchaser, the Company shall have delivered to each of the Purchasers: (i) Certificates, dated no more than five days prior to the date of such Closing, as to the corporate good standing of the Company issued by the Secretary of State of Delaware and the Secretary of the Commonwealth of Massachusetts; (ii) Compliance Certificate executed by the Chief Executive Officer of the Company, dated as of the date of such Closing, certifying as to the fulfillment of the conditions specified in Sections 5.1(a) through 5.1(f) of this Agreement. (iii) Certificate of the Secretary of the Company, dated as of the date of such Closing certifying as to (A) the incumbency of the Company’s principal officers, (B) a copy of the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as in effect immediately prior to such Closing Date, (C) a copy of the By-laws of the Company, as in effect on and as of such Closing Date, and (D) a copy of the resolutions of the Board of Directors and the stockholders of the Company, authorizing and approving all matters in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby.
Appears in 3 contracts
Samples: Collaboration Agreement (Forest Laboratories Inc), Collaboration Agreement (Ironwood Pharmaceuticals Inc), Collaboration Agreement (Ironwood Pharmaceuticals Inc)
Certificates and Documents. Prior to the Initial Closing, and at each Additional Closing upon the request of an Additional Purchaser, the Company shall have delivered to each of the PurchasersPurchaser:
(i) Certificates, dated no more than five days prior to the date of such ClosingClosing Date, as to the corporate good standing of the Company issued by the Secretary of State of Delaware and the Secretary of the Commonwealth of Massachusetts;
(ii) Compliance Certificate executed by the Chief Executive Officer of the Company, dated as of the date of such ClosingClosing Date, certifying as to the fulfillment of the conditions specified in Sections 5.1(a) through 5.1(f) of this Agreement.
(iii) Certificate of the Secretary of the Company, dated as of the date of such Closing Date, certifying as to (A) the incumbency of the Company’s principal officers, (B) a copy of the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as in effect immediately prior to such the Closing Date, (C) a copy of the By-laws of the Company, as in effect on and as of such the Closing Date, and (D) a copy of the resolutions of the Board of Directors and the stockholders of the Company, authorizing and approving all matters in connection with this Agreement, the Related Agreements Investors’ Rights Agreement and the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: License Agreement (Ironwood Pharmaceuticals Inc), License Agreement (Ironwood Pharmaceuticals Inc)
Certificates and Documents. Prior to the Initial such Closing, and at each Additional Closing upon the request of an Additional Purchaser, the Company shall have delivered to each of the Purchasers:
(i) The Certificate of Incorporation, as in effect as of such Closing, certified by the Secretary of State of the State of Delaware;
(ii) Certificates, dated no more than five days prior to the date of such Closing, as to the corporate good standing of each of the Company and each Subsidiary issued by the Secretary of State of Delaware and the State of Delaware, the Secretary of the State of the Commonwealth of MassachusettsMassachusetts and any other jurisdiction where the Company or any Subsidiary is qualified to do business;
(ii) Compliance Certificate executed by the Chief Executive Officer of the Company, dated as of the date of such Closing, certifying as to the fulfillment of the conditions specified in Sections 5.1(a) through 5.1(f) of this Agreement.
(iii) Certificate A certificate of the Secretary of the Company, dated as of the date of such Closing certifying as to (Ai) the incumbency of the Company’s 's principal officers, (Bii) a copy of the Certificate of Incorporation, Incorporation certified by the Secretary of State of the State of Delaware, as in effect immediately prior to such the Closing Date, (Ciii) a copy of the By-laws of the Company, as in effect on and as of such the Closing Date, and (Div) a copy of the resolutions of the Board of Directors and the stockholders of the Company, authorizing and approving all matters in connection with this Agreement, Agreement and the Related Agreements and the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Series J Convertible Preferred Stock Purchase Agreement (Viacell Inc)