Other Agreements and Documents. Company shall have executed and delivered the following agreements and documents:
(a) certificates, registered in the name of the Purchaser, representing the Acquired Shares
(b) The Registration Rights Agreement in the form of Exhibit A attached hereto;
(c) A certificate of good standing with respect to the Company from the Secretary of State of Delaware;
(d) The certificate of incorporation of the Company, as amended, certified by the Secretary of State of Delaware;
(e) A certificate of the Company’s Secretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1 and 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Company’s certificate of incorporation, and (iv) other matters as the Purchaser shall reasonably request;
(f) A written waiver, in form and substance satisfactory to the Purchaser, from each person other than the Purchaser who has any of the following rights:
(i) any currently effective right of first refusal to acquire the Acquired Shares; or
(ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Acquired Shares;
(g) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company.
Other Agreements and Documents. The agreements and documents set forth in Section 2.6 shall have been executed, certified and/or approved, as applicable, and originals thereof delivered to the Seller on or before the Closing.
Other Agreements and Documents. The Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents:
(a) the Company General Security Agreement;
(b) the Guaranties;
(c) the Guarantors Security Agreement;
(d) the Stock Pledge Agreement;
(e) a secretary’s certificate of the Company, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a party;
(f) a secretary’s certificate of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party;
(g) a Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do business;
(h) the IP Collateral Assignments; and
(i) Financing Statements with respect to all personal property and assets of the Company and each Guarantor.
Other Agreements and Documents. All Material Agreements existing on the Effective Date are listed on Schedule 5.24, and as of the Effective Date, except as set forth on such Schedule, all such Material Agreements are in full force and effect and no defaults by any Borrower or any Subsidiary, to the knowledge of the General Partner, each Borrower and each Subsidiary by any third party to the Material Agreements currently exist under such agreements which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There does not exist any violation of any Organization Documents which could reasonably be expected to have a Material Adverse Effect.
Other Agreements and Documents. On or before the Closing Date, Buyer shall have received the closing deliveries specified in Section 3.2(a) of this Agreement.
Other Agreements and Documents. Company and/or its Subsidiaries, as applicable, shall have executed and delivered the following agreements and documents:
(a) The Note in the form of Exhibit A attached hereto;
(b) A certificate of the Company’s CEO, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) other matters as the Purchaser shall reasonably request;
(c) A written waiver, in form and substance satisfactory to the Purchaser, from each person, other than the Purchaser and those Persons set forth on Schedule 5.4(c), who has any of the following rights:
(i) any currently effective right of first refusal to acquire the Note; or
(ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of the issuance of the Note; and
(d) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company.
Other Agreements and Documents. The Company shall have executed and delivered to each Purchaser this Agreement, issued to such Purchaser all of the Securities and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents:
(a) The Company General Security Agreement;
Other Agreements and Documents. MSMI or Guarantor, as applicable, shall have executed and delivered the following agreements and documents:
(a) The Warrants in the form of Exhibit A attached hereto;
(c) An amendment to the Financing Statements on Form UCC-1 with respect to all personal property and assets of MSMI;
(d) A Certificate of Good Standing from the state of incorporation of MSMI and Guarantor;
(e) A certificate of MSMI’s CEO, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) other matters as the Fund shall reasonably request;
(f) A written waiver, in form and substance satisfactory to the Fund, from each person other than the Fund who has any of the following rights:
(i) any currently effective right of first refusal to acquire the Securities; or
(ii) any right to an anti-dilution adjustment of securities issued by MSMI that are held by such person that will be triggered as a result of the issuance of the Securities;
(g) All necessary consents or waivers, if any, from all parties to any other material agreements to which MSMI is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of MSMI may be conducted by MSMI after the Closing without adversely affecting MSMI;
(i) Reimbursement of expenses as set forth in Section 12.9 hereof.
Other Agreements and Documents. Purchaser shall have executed and delivered the following agreements and documents:
(a) The Registration Rights Agreement; and
(b) The Waiver of Anti-Dilution Rights in the form of Exhibit D attached hereto.
Other Agreements and Documents. In carrying out the intent of this Agreement, there are several agreements and documents which will need to be prepared, including, but not limited to the Exchange Act Registration, the Information Statement, the Securities Act Registration, and the Merger Agreement. The parties agree to act in good faith and to attempt to reasonably agree on the terms of such agreements and documents.
