Company’s Deliveries. At the Closing, Company shall deliver (or cause to be delivered), if and to the extent not previously delivered, to Purchaser all of the following:
(a) a copy of Company’s Charter Documents, certified as of a recent date by the Secretary of State of the State of Delaware;
(b) a certificate of good standing of Company, issued as of a recent date by the Secretary of State of the State of Delaware;
(c) a certificate of good standing or other evidence of current qualification to do business in each of California and in each other jurisdiction where Company presently is conducting business;
(d) a certificate of the Secretary or an Assistant Secretary of Company, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, (i) confirming no amendments to the Charter Documents; (ii) attaching the Operating Agreement of Company, as amended to date; (iii) attaching a true and complete list of all holders of issued and outstanding Units, of any class or series, as at the Closing Date; (iv) resolutions of the Board of Directors of Company authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (iv) attesting to the incumbency and signatures of the signatories of Company executing this Agreement or any Related Document;
(e) an opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to Company, dated the Closing Date and in the form agreed by Company and Purchaser;
(f) all Consents required to be obtained by Sellers or Company with respect to the consummation of the transactions contemplated by this Agreement, except as reflected on Schedule 3.4(h) hereto.
(g) stock certificates evidencing the 48,750 shares of Subsidiary pledged to GECC;
(h) such other document as Purchaser may reasonably request for facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
Company’s Deliveries. At the Closing, the Company shall deliver or cause to be delivered to the Subscriber a copy of duly executed irrevocable instructions, in customary form, to the Company's transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Subscriber's Purchase Price divided by the Per Share Purchase Price, registered in the name of such Subscriber.
Company’s Deliveries. On the Closing Date, the Company will deliver, or cause to be delivered, to the Holders the Preferred Stock Consideration as set forth on Schedule A.
Company’s Deliveries. Concurrent with the Closing, the Company shall deliver to [____] a stock certificate for 33 shares of common stock and a certification by the Company’s Secretary that the Company is in good standing in its jurisdiction of organization.
Company’s Deliveries. The Company shall deliver or cause to be delivered to each Seller: (i) the Purchase Price for such Seller by check or wire transfer to an account designated by such Seller, (ii) a copy, certified by the corporate secretary of the Company, of the Board resolution of the Company approving this Agreement and the repurchase of the Shares, (iii) a certificate executed by the Chief Financial Officer of the Company pursuant to Section 6(a)(iv) hereof and (iv) if applicable, a stock certificate of the Company issued in the name of each Seller representing a number of shares of Common Stock equal to the difference between the number of shares of Common Stock represented by the stock certificate or certificates delivered by such Seller in accordance with Section 2(a) above and the Seller’s Pro Rata Shares.
Company’s Deliveries. Prior to Closing or shortly thereafter, Company shall at the option of the Investor, deliver all the following:
(1) Stock certificate(s) representing shares of Common Stock.
(2) If so requested by Investor, an opinion of counsel from the attorney for the Company in form to be agreed upon by Investor and Company;
(3) A Certificate of Good Standing issued by the Secretary of State of the state of Nevada;
(4) Certificates of Good Standing from the Secretaries of State of any other states in which the Company is required to register as a foreign corporation;
(5) Any and all other instruments, agreements or certificates contemplated by this Agreement or otherwise requested by Investor;
(6) A copy of the most recent 10-K for the period ending June 30, 2009 and a copy of the most recent 10-Q for the period ending March 31, 2010 (the “SEC Reports”); and
(7) A signed copy of the Registration Rights Agreement.
Company’s Deliveries. Promptly on or after the Effective Date, the Company will deliver or cause the delivery to each of the Investors evidence of the issuance of the Securities being issued and sold to such Investor, which may take the form of a physical certificate or an electronic equivalent thereof, and a duly executed Warrant, in substantially the form attached hereto as Exhibit A, to purchase the number of shares of Common Stock set forth beside such Investor’s name on Schedule I. Such Warrants, together with this Agreement, are collectively referred to herein as the “Transaction Documents.”
Company’s Deliveries. Company Parties shall have delivered to or for the benefit of Owners, on or before the Closing Date, all of the deliveries required of Company Parties pursuant to Sections 7.3 and 7.4 of this Agreement.
Company’s Deliveries. No less than one (1) Business Day prior to the Closing Date (unless otherwise proved below), Company shall deliver (or shall cause to deliver) to Escrow Holder on the Closing Date, the following:
Company’s Deliveries. On or before the First Amendment Effective Date, Company shall deliver to Lenders the following, each, unless otherwise noted, dated the First Amendment Effective Date:
1. Signature and incumbency certificates of the officers executing this Amendment; and
2. This Amendment executed by each Loan Party.
