Conditions to Purchase Commitment. As a condition precedent to the Commitment Closing, all of the following conditions will have been satisfied: a. The following documents will have been delivered to Purchaser: This Agreement, executed by Company; ii. A Secretary’s Certificate, certifying as to and attaching copies of: (1) the resolutions of Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (2) Company’s current Certificate of Incorporation, and (3) Company’s current Bylaws; iii. Executed Transfer Agent Instructions, in the form attached hereto as Exhibit 3. iv. The Certificate of Designations, executed by Company, filed and accepted by the Secretary of State of the State of Delaware; and v. The Opinion executed by Company’s counsel; b. The representations and warranties of Company in this Agreement will be true and correct in all material respects and Company will have delivered an Officer’s Closing Certificate to such effect to Purchaser, signed by an officer of Company; and
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Samples: Preferred Stock Purchase Agreement (POSITIVEID Corp)
Conditions to Purchase Commitment. As a condition precedent to the Commitment Closing, all of the following conditions will have been satisfied:
a. The following documents will have been delivered to Purchaser: This Agreement, executed by Company;
ii. A Secretary’s Certificate, certifying as to and attaching copies of: (1) the resolutions of Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (2) Company’s current Certificate of Incorporation, and (3) Company’s current Bylaws;; and
iii. Executed Transfer Agent Instructions, in the form attached hereto as Exhibit 3.
iv. The Certificate of Designations, executed by Company, filed and accepted by the Secretary of State of the State of Delaware; and
v. The Opinion executed by Company’s counsel; and
iv. The Transfer Agent instructions set forth in Exhibit 4.
b. Company has an effective Registration Statement permitting the lawful sale of all issuable Shares issuable upon exercise of the Obligation; and any required post-effective amendment or prospectus supplement has been filed with the Commission and delivered to Purchaser;
b. c. The representations and warranties of Company in this Agreement will be true and correct in all material respects and Company will have delivered an Officer’s Closing Certificate to such effect to Purchaser, signed by an officer of Company; and
d. Any Required Approval has been obtained.
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