Good Standing Certificate. The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware as of a date within fifteen (15) days of the Closing Date.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Meta Financial Group Inc), Securities Purchase Agreement (Meta Financial Group Inc), Securities Purchase Agreement (Meta Financial Group Inc)
Good Standing Certificate. The Company shall have delivered to the Buyer Buyers a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware as of a date within fifteen (15) days of the Closing Date.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Meta Financial Group Inc), Securities Purchase Agreement (Meta Financial Group Inc), Securities Purchase Agreement (Meta Financial Group Inc)
Good Standing Certificate. The Company Purchaser shall have delivered to the Buyer received a certificate evidencing the incorporation and good standing of the Company issued by from the Secretary of State of the State of Delaware as of a date dated within fifteen three (153) business days of such Closing Date evidencing the Closing Dategood standing and legal corporate existence of the Company.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Fate Therapeutics Inc), Stock Purchase Agreement, Stock Purchase Agreement (Fate Therapeutics Inc)
Good Standing Certificate. The Company shall have delivered to the Buyer Purchasers a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware Delaware, dated as of a date within fifteen (15) five days of the Closing Datedate of the Closing, with respect to the good standing of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Ocz Technology Group Inc), Securities Purchase Agreement (Ocz Technology Group Inc), Securities Purchase Agreement (Northwest Biotherapeutics Inc)
Good Standing Certificate. The Company shall have delivered to the Buyer a certificate evidencing the incorporation and A good standing of the Company certificate issued by the Delaware Secretary of State of and any other state where the State of Delaware as of a date Company is qualified to do business dated within fifteen (15) days of prior to the Closing DateClosing.
Appears in 4 contracts
Samples: Series D 4 Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc), Series D 2 Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 4 Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc)
Good Standing Certificate. The Company shall have cause to be delivered to the Buyer Purchasers a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware as of a date within fifteen Delaware, dated not more than three business days prior to the Closing Date (15) days of which shall be brought down on the Closing Date), to the effect that the Company is validly existing and in good standing.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (Kennedy-Wilson Holdings, Inc.), Warrant Purchase Agreement (Kennedy-Wilson Holdings, Inc.), Preferred Stock Purchase Agreement (Kennedy-Wilson Holdings, Inc.)
Good Standing Certificate. The Company shall have delivered to the Buyer Purchasers a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware Delaware, dated as of a date within fifteen (15) ten days of the Closing Datedate of the Closing, with respect to the good standing of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Warburg Pincus Investors Lp), Securities Purchase Agreement (Indus International Inc)
Good Standing Certificate. The Company shall have delivered to the Buyer Purchaser a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware as of a date within one Business Day of the Closing Date and for each United States Subsidiary in such entity's state of incorporation or organization issued by the Secretary of State of such state of incorporation or organization as of a date within fifteen (15) days of the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hanover Direct Inc), Securities Purchase Agreement (Hanover Direct Inc)
Good Standing Certificate. The Company shall have delivered received a certificate as to the Buyer a certificate evidencing the incorporation formation and good standing of the Company Purchaser issued by the Secretary of State of the State of Delaware as of a date within fifteen (15) Delaware, dated not more than five days of before the Closing Date.
Appears in 2 contracts
Samples: Purchase Agreement (Sinclair Broadcast Group Inc), Purchase Agreement (Ackerley Group Inc)
Good Standing Certificate. The Company shall have delivered to the Buyer Purchaser a certificate evidencing the incorporation and good standing of certificate with respect to the Company issued by from the Secretary of State of the State of Delaware as of a date within fifteen (15) dated no more than 15 days of prior to the Initial Closing Date or the relevant Subsequent Closing Date, as the case may be.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Palatin Technologies Inc), Collaborative Development and Marketing Agreement (King Pharmaceuticals Inc)
Good Standing Certificate. The Company shall have delivered to the Buyer received a short-form certificate evidencing the incorporation and of good standing of the Company issued by from the Secretary of State of the State of Delaware as of a date which is dated within fifteen (15) days of 15 Business Days prior to the Closing DateDate with respect to Parent.
Appears in 2 contracts
Samples: Merger Agreement (Minim, Inc.), Merger Agreement (Wavedancer, Inc.)
Good Standing Certificate. The Company shall have delivered to the Buyer a certificate evidencing the incorporation and A good standing of the Company certificate issued by the Delaware Secretary of State of and any other state where the State of Delaware as of a date Company is qualified to do business dated within fifteen (15) days of prior to the Closing DateInitial Closing.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series C Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Good Standing Certificate. The Company shall have delivered to the Buyer a certificate evidencing the incorporation and of good standing of the Company issued by from the Secretary of State of the State of Delaware as of a date Delaware, dated within fifteen (15) 10 calendar days of the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Inogen Inc)
Good Standing Certificate. The Company shall will have delivered to the Buyer a certificate evidencing the incorporation and of good standing of the Company (or equivalent) issued by the Secretary of State of the State of Delaware as of a date Delaware, dated within fifteen five Business Days before the Closing, and stating that the Company is in good standing (15) days of the Closing Dateor equivalent).
Appears in 1 contract
Good Standing Certificate. The Company shall have cause to be delivered to the Buyer a certificate evidencing the incorporation and good standing Purchasers certificates of the Company issued by the Secretary of State of the State of Delaware as of a date within fifteen (15) Delaware, dated not more than three business days of prior to the Closing Date, to the effect that each of the Company and Wayfair LLC is validly existing and in good standing.
Appears in 1 contract
Samples: Purchase Agreement (Wayfair Inc.)
Good Standing Certificate. The Company shall have delivered to the Buyer Placement Agent on behalf of the Purchasers a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware Delaware, dated as of a date within fifteen (15) ten days of the Closing Datedate of the Closing, with respect to the good standing of the Company.
Appears in 1 contract
Good Standing Certificate. The Company shall have delivered to the such Buyer a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware as of a date within fifteen (15) days of the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Meta Financial Group Inc)
Good Standing Certificate. The Acquiror Company shall have delivered to the Buyer Company a certificate evidencing the incorporation and of good standing of the Acquiror Company dated within five (5) business days of Closing issued by the Secretary of State of the State of Delaware as of a date within fifteen (15) days of the Closing DateDelaware.
Appears in 1 contract
Good Standing Certificate. The Company shall have delivered to the Buyer Purchasers a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware Delaware, dated as of a date within fifteen five (155) days of the Closing Datedate of such Closing, with respect to the good standing of the Company.
Appears in 1 contract
