Closing Requirements. (1) Within two (2) business days, the Company shall deliver to the Purchaser: (a) a duly executed share certificate registered in the name of the Purchaser, representing 225 Convertible Preferred Shares, Series B, being issued to Purchaser pursuant to this Agreement for outstanding amounts due to Purchaser and Purchaser’s affiliates for office rent, marketing services, consultant services and promissory notes; (b) a Secretary’s Certificate, duly executed by the Secretary of the Company, appending certified copies of the Company’s Fundamental Documents and minutes/resolutions of the Board of Directors of the Company (the “Board”) (and, if applicable, any committee) approving the Documents and the transactions contemplated thereby (including, without limitation, the Certificate of Designation ); (c) an Incumbency Certificate, duly executed by an authorized officer of the Company, certifying with respect to the incumbency of the officers listed thereon and the genuineness of such officers’ respective signatures.
Appears in 7 contracts
Samples: Convertible Preferred Securities Agreement (Ecology Coatings, Inc.), Convertible Preferred Securities Agreement (Ecology Coatings, Inc.), Convertible Preferred Securities Agreement (Ecology Coatings, Inc.)