Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company.
(b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;...
Deliveries of the Company. Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company.
Deliveries of the Company. Concurrently with the execution of this Agreement, the Company is delivering to each Investor:
(a) the Debenture;
(b) the Warrant; (c) a certificate, executed by the President of the Company, dated the date hereof, certifying that there does not exist as of the date hereof a state of facts that would constitute an "Event of Default" under this Agreement or the Debentures (collectively, all such defaults being hereinafter referred to as "Defaults"), or which would, with notice or lapse of time, or both, constitute such a Default, and the Company is not in default under the terms, conditions or provisions of its Articles of Incorporation, as amended, its By-laws, or any indenture, mortgage or deed of trust or other material contract, agreement, lease, instrument, court order, judgment, arbitration award, or decree to which it is a party or by which it is bound or which state of facts would, with notice or lapse of time, or both, constitute such a default (collectively, "Other Defaults");
(d) copies of (i) resolutions adopted by the Board of Directors of the Company authorizing and approving this Agreement, the issuance of the Debentures, the Warrants, the shares of Class B Preferred Stock into which the Debentures may be converted, assuming the closing of the Class B Preferred Stock Financing (the "Conversion Preferred Shares"), upon the filing of the Articles Amendment (as defined below), the shares of Common Stock into which the Debentures may be converted as set forth in the Debentures (the "Conversion Common Shares"), upon the filing of the Articles Amendment, the shares of Common Stock to be issued as interest on the Debentures (the "Interest Common Shares") and, upon the filing of the Articles Amendment, the shares of Common Stock to be issued upon exercise of the Warrants (the "Warrant Common Shares"), and the consummation of all other transactions contemplated hereby, as and to the extent required by applicable law, and (ii) action by partial written consent of the shareholders of the Company representing more than 50% of the outstanding voting securities of the Company (the "Majority Shareholders") approving, among other matters, an amendment (the "Articles Amendment") to the Company's Amended and Restated Articles of Incorporation, as amended (as further amended by the Articles Amendment, the "Articles of Incorporation"), to increase the authorized capital stock of the Company, all such resolutions and written consents being certified by the Secret...
Deliveries of the Company. The Company has delivered all of the agreements, documents and instruments required under Section 2.4 to be delivered by the Company before or at the Closing.
Deliveries of the Company. At the Closing, the Company shall deliver, or cause to be delivered, to the Purchasers:
(i) A duly executed Warrant for each Purchaser providing for the purchase by such Purchaser of the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule A shall have been delivered to each such Purchaser;
(ii) A counterpart of the Registration Rights Agreement, which shall have been duly executed by the Company;
(iii) Evidence of issuance of the Purchased Preferred Stock to each of the Purchasers, credited to book-entry accounts maintained by the transfer agent of the Company and bearing a restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Purchasers;
(iv) A certificate of a duly authorized officer of the Company, on behalf of the Company, dated as of the Closing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.04(a), Section 2.04(b) and Section 2.04(c) have been satisfied;
(v) A cross-receipt executed by the Company and delivered to each of the Purchasers certifying as to the amounts that it has received from the Purchasers; and
(vi) A certificate of the Delaware Secretary of State, dated within five days of the Closing Date, to the effect that the Company is in good standing under the laws of the State of Delaware.
Deliveries of the Company. At the Closing, the Company will deliver or cause to be delivered to Parent, the items referred to in Section 7.1 above simultaneously with the following items:
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to Premier this Agreement executed by the Company.
(b) At or prior to the Closing, the Company shall deliver a certificate from the Company, signed by its authorized officer certifying and attaching copies of the Company’s Constituent Instruments and resolutions of the Board of Directors of the Company approving the Agreement and the Transactions are all true, complete and correct and remain in full force and effect.
Deliveries of the Company. The Company shall deliver to the Investor (i) true and correct copies of the resolutions of its board of directors and its general meeting, as necessary and applicable, authorizing the transactions contemplated hereby, including the issuance and allotment of the Purchased Shares and the grant of the Warrant against payment of the Purchase Price; (ii) a certificate signed on behalf of the Company by an executive officer of the Company, confirming that the representations and warranties of the Company included herein are true and correct in all material respects as of the Closing Date, in the form attached hereto as Exhibit C; (iii) a letter from the chairman of the Company's board of directors pursuant to Section 282 of Companies Law confirming that all approvals required by the Company for the contemplated transactions have been obtained, in the form attached hereto as Exhibit D, and (iv) a legal opinion from the outside legal counsel of the Company in the form attached hereto as Exhibit E.
Deliveries of the Company. At Closing, the Company shall deliver to Purchasers certificates representing the Shares, each such certificate to be executed by the Company's President and Secretary and to be appropriately registered in the name of each Purchaser.
