COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to the Purchaser a compliance certificate, executed by the Chairman of the Board of Directors and the Chief Executive Officer President of the Company, dated the Closing Date, to the effect that the conditions specified in Section 6.1(a)(i) have been satisfied. The Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company, dated the Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the transactions contemplated by and from this Agreement and the authorization of the named officer or officers to execute and deliver this Agreement and (ii) certain of the officers of the Company, their titles and examples of their signatures.
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company ----------------------------------------------- shall have delivered to Purchaser a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated such Closing Date, to the effect that the conditions specified in Section 6.1(a)(i) have been satisfied. The Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company, dated such Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the transactions contemplated by and from this Agreement and the Stockholders Agreement and the authorization of the named officer or officers to execute and deliver this Agreement and the Stockholders Agreement and (ii) certain of the officers of the Company, their titles and examples of their signatures.
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to Purchaser a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated the Closing Date, to the effect that the conditions specified in this Section 6.1 have been satisfied (or waived by the Purchasers in accordance with Section 8.9). The Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company, dated the Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the transactions contemplated by the Transaction Documents and the
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The President of the Company shall deliver to each Investor purchasing shares at the First Closing a certificate certifying that the conditions specified in paragraphs 4.1, 4.2, 4.4 and 4.6 have been fulfilled. The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the date of the First Closing, certifying the Board of Directors and stockholder resolutions approving this Agreement and the other agreements to which the Company is a party as indicated herein, and the issuance of the Series B Preferred Stock, the reservation of the underlying Common Stock and certifying the current versions of the Company's Amended and Restated Certificate of Incorporation and Bylaws.
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to Purchaser a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated the Closing Date, to the effect that the conditions specified in Section 6.1 have been satisfied. The Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company, dated the Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the transactions contemplated by and from this Agreement, the Notes and the Securityholders Agreement and the authorization of the named officer or officers to execute and deliver this Agreement, the Notes and the Securityholders Agreement and (ii) certain of the officers of the Company, their titles and examples of their signatures.
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d), (e) and (g) of this Section 5.1 have been satisfied. The Company shall have delivered to the Purchasers copies of each of the following, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date:
(i) the Certificate of Designation, certified by the Utah Division of Corporations and Commercial Code as of a date not more than five (5) days prior to the Closing Date;
(ii) a good standing certificate with respect to the Company, certified by the Utah Division of Corporations and Commercial Code as of a date not more than five (5) days prior to the Closing Date and a confirmation that the Company is in good standing as of the Closing Date;
(iii) a good standing certificate with respect to the Company certified by the Secretary of State or other appropriate governmental authority of each of the states in which the conduct of its business or the ownership or leasing of assets requires it to be qualified or licensed to do business in such state, in each case as of a date not more than five (5) days prior to the Closing Date and a confirmation that the Company is in good standing as of the Closing Date;
(iv) the Bylaws, as amended through the Closing Date, acceptable in form and substance to the Purchasers; and
(v) resolutions of the Company’s Board of Directors, the form and substance of which are satisfactory to the Purchasers, authorizing the adoption, execution and filing of the Certificate of Designation, and authorizing the execution, delivery and performance of this Agreement and the Investment Documents, and the transactions contemplated hereby and thereby, including the issuance and sale of the Shares, exempting the transactions contemplated by this Agreement and the Investment Documents from the Utah Control Shares Acquisitions Act, and amending the Rights Agreement to comply with Section 3.22(b)(3) of this Agreement.
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to the Investors a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.1(a) and Section 7.1(c) have been satisfied. The Company shall have delivered to the Investors a certificate executed by the Secretary of the Company, dated as of the Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the consummation of the transactions contemplated by this Agreement and the Stockholders Agreement and the authorization of the named officer or officers to execute and deliver this Agreement and the Stockholders Agreement, (ii) certain of the officers of the Company, their titles and examples of their signatures and (iii) the resolution described in the last sentence of Section 7.1(d) above.
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. 21 Section 5.04 Qualifications 21 Section 5.05 Opinions of Company Counsel 21 Section 5.06 Registration Rights Agreement 21 Section 6.01 Use of Proceeds 22 Section 6.02 Interpretation; Severability 22 Section 6.03 Survival of Representations and Warranties 22
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The President or the Chief Financial Officer of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Sections 5.01, 5.02 and 5.04 have been fulfilled. The corporate secretary of the Company shall deliver to the Purchasers at the Closing a certificate certifying to the organizational documents, resolutions, incumbency, good standing and other customary matters.
COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company ----------------------------------------------- shall have delivered to Liberty Digital a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated as of the Purchase Closing Date, to the effect that the conditions specified in Section 7.1(c)(i) have been satisfied. The Company shall have delivered to Liberty Digital a certificate executed by the Secretary of the Company, dated as of the Purchase Closing Date, certifying as to (x) the resolutions of the Board evidencing approval of the transactions contemplated by this Agreement and the applicable Registration Rights Agreement and the authorization of the named officer or officers to execute and deliver this Agreement and the applicable Registration Rights Agreement and (y) certain of the officers of the Company, their titles and examples of their signatures.
