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.
Appears in 3 contracts
Samples: Securities Exchange Agreement (Medical Media Television, Inc.), Securities Exchange Agreement (Medical Media Television, Inc.), Note Purchase Agreement (Medical Media Television, Inc.)
Other Agreements and Documents. Company and/or its Subsidiaries, as applicable, shall have executed and delivered the following agreements and documents:
(a) The Note Certificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant in the form of Exhibit A attached hereto.
(b) The Registration Rights Agreement in the form of Exhibit B attached hereto;
(bc) A certificate of good standing with respect to the Company from the Secretary of State of Delaware;
(d) A certificate of the Company’s CEOSecretary, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 4.1 and 5.2 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 (iiiiv) other matters as the Purchaser shall reasonably request;
(ce) A written waiver, in form and substance satisfactory to the Purchaser, from each person, 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 NoteAcquired 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 NoteSecurities; and
(df) 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amacore Group, Inc.), Securities Purchase Agreement (Amacore Group, Inc.)
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 '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.
Appears in 1 contract
Samples: Note Purchase Agreement (Medical Media Television, Inc.)