Common use of Obligations on the Closing Date Clause in Contracts

Obligations on the Closing Date. On the Closing Date, the Company shall deliver to each Purchaser: (a) A certificate dated as of the Closing Date, executed by its Secretary, certifying (A) copies of the Certificate of Incorporation and the Company’s By-laws, (B) all resolutions of the Company Board and its stockholders related to the Transaction Documents and the Transactions, (C) certificates, as of the most recent practicable dates as to the corporate good standing of the Company and each Subsidiary issued by the Secretary of State of such entity’s jurisdiction of organization, as applicable, and as to the due qualification of the Company and each Subsidiary as a foreign corporation or other entity issued by the Secretary of State of each jurisdiction where material business is conducted by such entity; provided that such certificates as to due qualification as a foreign corporation or other entity unavailable on the Closing Date may be delivered within five (5) Business Days following the Closing Date; and (D) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement or any other Transaction Document on behalf of the Company; (b) The Registration Rights Agreement, which shall be executed by the Company and be in full force and effect; (c) An opinion of counsel, which shall be in the form of Exhibit B hereto; (d) An opinion of in-house counsel, which shall be in the form of Exhibit C hereto; (e) A certificate, signed by the Company’s Senior Vice President Finance, certifying that the conditions specified in Sections 7.2(a)(i) and 7.2(a)(ii) hereof have been fulfilled; and (f) Evidence that the Company’s transfer agent has been irrevocably instructed to issue the Common Shares subscribed for by a Purchaser hereunder, registered in the name of such Purchaser or in such other name as shall be designated by such Purchaser, with such Common Shares to be delivered promptly following the Closing Date.

Obligations on the Closing Date. On the Closing Date, the Company shall deliver to each Purchaser: (a) A certificate dated as of the Closing Date, executed by its Secretary, certifying (A) copies of the Certificate of Incorporation and the Company’s By-laws, (B) all resolutions of the Company Board and its stockholders related to the Transaction Documents and the TransactionsTransaction, (C) certificates, as of the most recent practicable dates as to the corporate good standing of the Company and each Subsidiary issued by the Secretary of State of such entity’s jurisdiction of organization, as applicable, and as to the due qualification of the Company and each Subsidiary as a foreign corporation or other entity issued by the Secretary of State of each jurisdiction where material business is conducted by such entity; provided that such certificates as to due qualification as a foreign corporation or other entity unavailable on the Closing Date may be delivered within five (5) Business Days following the Closing Date; and (D) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement or any other Transaction Document on behalf of the Company; (b) The Registration Rights Agreement, which shall be executed by the Company and be in full force and effect; (c) An opinion of counsel, which shall be in the form of Exhibit B hereto; (d) An opinion of in-house counsel, which shall be in the form of Exhibit C hereto; (e) A certificate, signed by the Company’s Senior Vice President Finance, certifying that the conditions specified in Sections 7.2(a)(i) and 7.2(a)(ii) hereof have been fulfilled; and (fe) Evidence that the Company’s transfer agent has been irrevocably instructed to issue One or more stock certificates, evidencing the Common Shares subscribed for by a Purchaser hereunder, registered in the name of such Purchaser or in such other name as shall be designated by such Purchaser, with such Common Shares to be delivered promptly following the Closing Date.

Obligations on the Closing Date. On the Closing Date, the Company shall deliver to each Purchaser: (a) A certificate dated as of the Closing Date, executed by its Secretary, certifying (A) copies of the Certificate of Incorporation and the Company’s By-laws, (B) all resolutions of the Company Board and its stockholders related to the Transaction Documents and the TransactionsTransaction, (C) certificates, as of the most recent practicable dates as to the corporate good standing of the Company and each Subsidiary issued by the Secretary of State of such entity’s jurisdiction of organization, as applicable, and as to the due qualification of the Company and each Subsidiary as a foreign corporation or other entity issued by the Secretary of State of each jurisdiction where material business is conducted by such entity; provided that such certificates as to due qualification as a foreign corporation or other entity unavailable on the Closing Date may be delivered within five (5) Business Days following the Closing Date; and (D) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement or any other Transaction Document on behalf of the Company; (b) The Registration Rights Agreement, which shall be executed by the Company and be in full force and effect; (c) An opinion of counsel, which shall be in the form of Exhibit B hereto; (d) An opinion of in-house counsel, which shall be in the form of Exhibit C hereto; (e) A certificate, signed by the Company’s Senior Vice President Finance, certifying that the conditions specified in Sections 7.2(a)(i7.2(a) and 7.2(a)(ii(b) hereof have been fulfilled; and (f) Evidence that the Company’s transfer agent has been irrevocably instructed to issue One or more stock certificates, evidencing the Common Shares subscribed for by a Purchaser hereunder, registered in the name of such Purchaser or in such other name as shall be designated by such Purchaser, with such Common Shares to be delivered promptly following the Closing Date.

Obligations on the Closing Date. On the Closing Date, the Company shall deliver to each Purchaser: (a) A certificate dated as of the Closing Date, executed by its Secretary, certifying (A) copies of the Certificate of Incorporation and the Company’s By-laws, (B) all resolutions of the Company Board and its stockholders related to the Transaction Documents and the TransactionsTransaction, (C) certificates, as of the most recent practicable dates as to the corporate good standing of the Company and each Subsidiary issued by the Secretary of State of such entity’s jurisdiction of organization, as applicable, and as to the due qualification of the Company and each Subsidiary as a foreign corporation or other entity issued by the Secretary of State of each jurisdiction where material business is conducted by such entity; provided that such certificates as to due qualification as a foreign corporation or other entity unavailable on the Closing Date may be delivered within five (5) Business Days following the Closing Date; and (D) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement or any other Transaction Document on behalf of the Company; (b) The Registration Rights Agreement, which shall be executed by the Company and be in full force and effect; (c) An opinion of counsel, which shall be in the form of Exhibit B hereto; (d) An opinion of in-house counsel, which shall be in the form of Exhibit C hereto; (e) A certificate, signed by the Company’s Senior Vice President Finance, certifying that the conditions specified in Sections 7.2(a)(i7.2(a) and 7.2(a)(ii(b) hereof have been fulfilled; and (f) Evidence that the Company’s transfer agent has been irrevocably instructed to issue One or more stock certificates, evidencing the Common Shares subscribed for by a Purchaser hereunder, registered in the name of such Purchaser or in such other name as shall be designated by such Purchaser, with such Common Shares to be delivered promptly following the Closing Date.