Closing Papers. The Company shall have delivered to each of the -------------- Purchasers all of the following:
(i) a certificate signed by the President and Chief Executive Officer of the Company, dated as of the date of the Closing, stating that (A) the person signing such certificate has made or has caused to be made such investigations as are necessary to permit him to certify the accuracy of the information set forth therein, (B) such certificate does not misstate any material fact and does not omit to state any fact necessary to make the certificate not misleading, and (C) the other conditions specified in this Section 7 have been satisfied; ---------
(ii) copies (certified by the President, Secretary or Assistant Secretary of the Company or, if required under Applicable Law, the applicable Governmental Authority) of the resolutions duly adopted by the Board of Directors and Stockholders of the Company authorizing the adoption of the Series A Certificate, Series B Certificate and authorizing the execution, delivery and performance of this Agreement, the Other Agreements and all other agreements referred to in this Agreement as being executed at or prior to the Closing;
(iii) copies (certified by the Secretary or Assistant Secretary of the Company) of the Certificate of Incorporation and Bylaws (or equivalent documents) of the Company and, each of the Subsidiaries listed on Schedule 7(h)(iii) hereto, in each case as amended through the date of the ------------------ Closing; and
(iv) such other documents relating to the transactions contemplated by this Agreement as any Purchaser may reasonably request.
Closing Papers. The Company shall have received the following, addressed to it and in form and substance reasonably satisfactory to it:
(i) certified copies of the resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement, the Related Agreements and each of the other agreements and instruments to which the Purchaser is a party, and the transactions contemplated hereby;
(ii) a certificate of the Secretary of the Purchaser dated the date of the Initial Closing, as to the incumbency and signatures of the officers executing this Agreement and all instruments executed pursuant hereto; and
(iii) Officers’ Certificates, dated as of the date of the Initial Closing of the Company to the effect set forth in clause (a) of this Section 6.1.
Closing Papers. The Parties will have received copies of the following:
(i) copies of the resolutions adopted by the Board of Directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Recapitalization Documents and the other transactions contemplated hereby;
(ii) copies of each of the Recapitalization Documents; and
(iii) an incumbency certificate in respect of officers of the Company executing the Recapitalization Documents, a standard good standing certificate from the Secretary of the State of Delaware in respect of the Company, and such other customary and standard documents reasonably requested by any of the Parties.
Closing Papers. The Purchaser shall have received the following, addressed to it and in form and substance reasonably satisfactory to it:
(a) certified copies of the resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement, the issuance of the Shares, the Warrants and each of the other agreements, instruments and transactions contemplated hereby, together with certified copies of the resolutions adopted by a committee of disinterested members of the Board of Directors approving the same and dated prior to the Effective Date;
(b) certified copies of the Articles of Incorporation and By-laws of each of the Company and its Subsidiary as in effect on the Closing Date; and
(c) a certificate of the Secretary of the Company dated the Closing Date, as to the incumbency and signatures of the officers executing this Agreement and all instruments executed pursuant hereto.
Closing Papers. The Purchasers shall have received the following, addressed to them and in form and substance reasonably satisfactory to them:
(a) certified copies of the resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement, the issuance of the Shares, the Warrants, the Notes, the Security Documents and each of the other agreements, instruments and transactions contemplated hereby and by the Note Purchase Agreement, together with certified copies of the resolutions adopted by a committee of disinterested members of the Board of Directors approving the same and dated prior to the date of the Common Stock Purchase Agreement;
(b) certified copies of the certificate of incorporation and By-laws of each of the Company and its Subsidiary as in effect on the Closing Date; and
(c) a certificate of the Secretary of the Company dated the Closing Date, as to the incumbency and signatures of the officers executing this Agreement and all instruments executed pursuant hereto.
Closing Papers. Prior to the Closing, Subsidiary or Parent, as the case may be, shall have delivered to Frxxxxx Xac the following documents to be held in escrow by Frxxxxx Xac until the Closing:
(a) The Funding Note, in the form of Exhibit A, duly executed by Subsidiary.
(b) Evidence of the assignment and the transfer of the Pledged Securities from Parent to Subsidiary pursuant to the terms of the Assignment and Agreement.
(c) Evidence of filing of a financing statement.
(d) A copy of Parent s most recent full-year financial statements (consolidated, if applicable) filed with the Securities and Exchange Commission, and any subsequent interim financial statements so filed, all of which shall be prepared in accordance with generally accepted accounting principles.
(e) Certified copies of the Governing Instruments of the Parent and the Subsidiary and such resolutions of the Board of Directors of Subsidiary and Parent and such other corporate documents of Subsidiary and Parent as Frxxxxx Xac reasonably may request.
(f) Certificates of good standing of Parent and Subsidiary, dated not more than 14 days prior to the Closing.
(g) Certified copies of the resolutions adopted by the Board of Directors of each of Subsidiary and Parent authorizing the execution, delivery and performance of this Agreement, the Funding Note and each of the other agreements, instruments and transactions contemplated hereby;
(h) A certificate of the Secretary or Assistant Secretary of each of Subsidiary and Parent, dated the Closing, as to the incumbency and signatures of the Officers of Subsidiary or Parent, as the case may be, authorized to act with respect to this Agreement and all instruments executed pursuant thereto.
(i) Such other documents, certificates and resolutions as Frxxxxx Xac may reasonably request.
Closing Papers. Buyer shall have executed and delivered to Seller all of the other closing documents, instruments and certificates reasonably requested by Seller and its counsel, pursuant to any term or provision of this Agreement.
Closing Papers. The Company shall have delivered to the Purchaser all of the following: (i) an officers' certificate dated the date of the Closing satisfactory in form and substance to the Purchaser stating that the representations in Paragraph 2 are true and correct as of such date; (ii) certified copies satisfactory in form and substance to the Purchaser of the resolutions described in sub-paragraph 3(a); and (iii) such other materials as the Purchaser shall reasonably require.
Closing Papers. The Purchaser shall have received the following, addressed to it and in form and substance reasonably satisfactory to it:
(i) certified copies of the resolutions adopted by the Board authorizing the execution, delivery and performance of this Agreement, the Related Agreements, the Purchased Shares and each of the other agreements, instruments and transactions contemplated hereby;
(ii) certified copies of the Charter and Bylaws as in effect at the Initial Closing;
(iii) a certificate of the Secretary of the Company dated the date of the Initial Closing, as to the incumbency and signatures of the officers executing this Agreement and all instruments executed pursuant hereto; and
(iv) Officers’ Certificates, dated as of the date of the Initial Closing of the Company to the effect set forth in clause (a) of this Section 5.1.
Closing Papers. Opinions. The Purchaser shall have received the following, addressed to it and in form and substance reasonably satisfactory to it:
(i) certified copies of the resolutions adopted by the Board authorizing the execution, delivery and performance of this Agreement, the Related Agreements, the Common Shares, the Warrants and the Warrant Shares and each of the other agreements, instruments and transactions contemplated hereby;
(ii) copies of the Charter and by-laws of the Company as in effect at the Closing, certified by the Secretary of the Company;
(iii) a certificate of the Secretary of the Company dated the date of the Closing, as to the incumbency and signatures of the officers executing this Agreement and all instruments executed pursuant hereto;
(iv) a certificate of the President and Chief Executive Officer of the Company dated the date of the Closing, certifying that Section 5.1(a) and (b) hereof have been satisfied as of such date; and
(v) an opinion of counsel to the Company, dated as of the date of the Closing, in form and substance reasonably satisfactory to the Purchaser.
