Obligations of the Company at Closing. At the Closing, the Company shall deliver to the Investor(s) the following:
(a) A copy of the Certificate of Incorporation to demonstrate the Company's Good Standing as of the Closing Date, certified by the Secretary of the Company; and
(b) By-Laws of the Company, certified by its Secretary or Assistant Secretary, as in effect as of the Closing Date; and
(c) Signed copies of this Unit Subscription Agreement; and
(d) Resolutions of the Board and stockholders, if required by corporate by laws, of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and
(e) An attorney opinion letter stating that the corporate action is a binding commitment on the corporation and that the offering is in compliance with applicable securities regulations; and
(f) The Warrants; and
(g) Certificates representing the Shares.
Obligations of the Company at Closing. At the Closing, the Company shall deliver or cause to be delivered the following documents, and take such other actions as are identified below:
(a) the instruments of conveyance and transfer contemplated by Section 10.3; and
(b) all other documents and instruments as may be necessary to consummate the transactions contemplated by this Agreement.
Obligations of the Company at Closing. At the Closing, the Company shall deliver to the Investors the following:
(a) A copy of the Restated Certificate of incorporation (If necessary) as in effect as of the Closing Date, certified by the Secretary of the Company;
(b) By-Laws of the Company, certified by its Secretary or Assistant Secretary, as in effect as of the Closing Date; {A0041341.DOC}
(c) Resolutions of the Board and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date;
(d) The Warrants; and
(e) Certificates representing the Shares.
Obligations of the Company at Closing. At the Company Closing, the Company shall deliver the Closing Deliverables provided for in Section 2.2 hereof to the Senior Investors or the Intermediary for the further benefit of the Senior Investors.
Obligations of the Company at Closing. At the Closing, the Company shall deliver to Seller the following:
(i) Bills of Sale, Assignments, properly endorsed Certificate of Titles, and other instruments of transfer, in form and substance reasonable satisfactory to counsel for Seller necessary to transfer and convey all of the Assets to Seller.
(ii) Such other certificates and documents as may be called for by the provisions of this Agreement.
Obligations of the Company at Closing. At Closing, the Company shall deliver or cause to be delivered to the Investor the following in form and substance reasonably satisfactory to the Investor: Closing Company Stock Certificates. The Company shall issue to the Investor one or more Closing Company Stock Certificates, representing the Closing Company Stock acquired by the Investor upon the terms specified in this Agreement.
Obligations of the Company at Closing. At Closing, the Company shall deliver to the Purchaser the Shares and Warrants and such other documents and agreements as are contemplated hereby, including the documents and agreements contemplated by Article IV and Article V hereof, and such other documents as may be reasonably requested by the Purchaser.
Obligations of the Company at Closing. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, at Closing, the Company shall deliver to the Escrow Agent, for the benefit of Penson:
(i) executed Common Stock Purchase Warrants in the foxxx xxtached hereto as Exhibit 1-A and Exhibit 1-B;
(ii) an executed Amended and Restated Common Stock Purchase Warrant in the form attached hereto as Exhibit 2;
(iii) an executed Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit 3;
(iv) an executed Fully Disclosed Clearing Agreement Amendment in the form attached hereto as Exhibit 4;
(v) an executed Guaranty in the form attached hereto as Exhibit 5;
(vi) the executed Warrant Agreement dated June 3, 2004 by and between the Company and SDS Merchant Fund, L.P., DMG Legacy International LTD., DMG Legacy Institutional Fund LLC, and DMG Legacy Fund LLC, and its related closing materials; and
(vii) the executed Warrant Agreement dated June 16, 2004 by and between the Company and Rivera Enid Limited Partnership and Alan W. Steinberg Limited Partnexxxxx, xxx its related closing materxxxx; (Xxx items to be delivered pursuant to Section 3 (i) through (vii) above are referred to herein as the "Company Closing Materials").
Obligations of the Company at Closing. At the Closing, the Company shall deliver to the Investor(s) the following:
(a) Signed copies of this Unit Subscription Agreement; and
(b) Resolutions of the Board and stockholders, if required by corporate by laws, of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and
(c) An attorney opinion letter stating that the corporate action is a binding commitment on the corporation and that the offering is in compliance with applicable securities regulations; and
(d) Certificates representing the Preferred Shares and the Warrants
Obligations of the Company at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Purchasers of their obligations pursuant to Section 7.3, the Company shall deliver or cause to be delivered to the Purchasers the following:
(a) To each Purchaser, a certificate, registered in such Purchaser’s name, representing the Shares purchased by such Purchaser;
(b) A certificate duly executed by an authorized officer of the Company, dated as of the Closing, certifying on behalf of the Company that the conditions set forth in Sections 6.2(a) and 6.2(b) have been fulfilled;
(c) A certificate duly executed by an authorized officer of BCEOC, dated as of the Closing Date, certifying on behalf of BCEOC that the conditions set forth in Sections 6.2(a) and 6.2(b) have been fulfilled;
(d) A certificate duly executed by the secretary or any assistant secretary of the Company, dated as of the Closing, (i) attaching and certifying on behalf of the Company complete and correct copies of (A) the certificate of incorporation and the bylaws of the Company, each as in effect as of the Closing, (B) the resolutions of the Board of Directors of the Company authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (C) any required approval by the stockholders of the Company of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of the Company the incumbency of each officer of the Company executing this Agreement or any document delivered in connection with the Closing;
(e) A certificate duly executed by the secretary or any assistant secretary of BCEOC, dated as of the Closing, (i) attaching and certifying on behalf of BCEOC complete and correct copies of (A) the certificate of formation and the operating agreement of BCEOC, each as in effect as of the Closing, (B) the resolutions of the Manager of BCEOC authorizing the execution, delivery, and performance by BCEOC of this Agreement and the transactions contemplated hereby, and (C) any required approval by the members of BCEOC and the transactions contemplated hereby and (ii) certifying on behalf of BCEOC the incumbency of each officer of BCEOC executing this Agreement or any document delivered in connection with the Closing;
(f) The executed counterpart signature page of the Company to the Shareholders Agreement, other than Purchasers’ signature pages; and
(g) The executed counterpart...
