Common use of Proceedings Satisfactory; Compliance Certificate Clause in Contracts

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall be satisfactory in all material respects to the Investors, in the reasonable exercise of their judgment. At the Closing, the Company shall have delivered to the Investors a certificate dated as of the Closing, signed by the Company’s President, certifying that the conditions set forth in Sections 7(a)(i), 7(a)(ii) and 7(a)(iv) have been satisfied as of such Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Numbeer, Inc.)

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Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings Proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall be satisfactory in all material respects to the Investors, in the reasonable exercise of their its judgment. At the Closing, the The Company shall have delivered to the Investors a certificate dated as of the such Closing, signed by the Company’s 's President, certifying that the conditions set forth in Sections 7(a)(i)5.1, 7(a)(ii) 5.2, 5.3 and 7(a)(iv) 5.5 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Concur Technologies Inc)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Stock Purchase Agreement and all documents and papers relating to such transactions shall be satisfactory in all material respects to the InvestorsPurchaser, in the reasonable exercise of their judgmentthe judgment of the Purchaser. At the Closing, the The Company shall have delivered to the Investors Purchaser a certificate dated as of the Closing, signed by an officer of the Company’s President, Company certifying that the conditions set forth in above Sections 7(a)(i), 7(a)(ii) 5.1 and 7(a)(iv) 5.2 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Netcruise Com Inc)

Proceedings Satisfactory; Compliance Certificate. All corporate ------------------------------------------------- and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall will be satisfactory in all material respects to the Investors, in the reasonable exercise of their judgmentthe judgment of the Investors. At the Closing, the The Company shall will have delivered to the Investors a certificate dated as of the Closing, signed by the Company’s 's President, certifying that the conditions set forth in Sections 7(a)(i), 7(a)(ii) 6.1 and 7(a)(iv) 6.2 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Purchase Agreement (2bridge)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement 14 and all documents and papers relating to such transactions shall be satisfactory in all material respects to the InvestorsInvestors and their counsel, in and the reasonable exercise Investor shall have received all such counterpart original and certified or other copies of their judgmentsuch documents as it may reasonably request. At the Closing, the The Company shall have delivered to the Investors Investor a certificate dated as of the Initial Closing, signed by the Company’s 's President, certifying that the conditions set forth in Sections 7(a)(i)6.1, 7(a)(ii) 6.2, and 7(a)(iv) 6.8 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Microcide Pharmaceuticals Inc)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall will be satisfactory in all material respects to the InvestorsInvestor, in the reasonable exercise of their judgmentthe judgment of the Investor. At the Closing, the The Company shall will have delivered to the Investors a Investor an officer's certificate dated as of the Closing, signed by the Company’s President, Closing certifying that the conditions set forth in Sections 7(a)(i), 7(a)(ii) 4.1 and 7(a)(iv) 4.2 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Arnold Palmer Golf Co)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall be satisfactory in all material respects to the Investors and legal counsel to the Investors, in and legal counsel to the reasonable exercise Investors shall have received all such counterpart original and certified or other copies of their judgmentsuch documents as they may reasonably request. At the Closing, the The Company shall have delivered to legal counsel to the Investors a certificate dated as of the Closing, signed by the Company’s President, certifying that each of the conditions set forth in this Sections 7(a)(i), 7(a)(ii) and 7(a)(iv) 6 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Series F Preferred Stock Purchase Agreement (XDx, Inc.)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall be satisfactory in all material respects to the Investors, in the reasonable exercise of their its judgment. At the Closing, the The Company shall have delivered to the Investors a certificate dated as of the such Closing, signed by the Company’s 's President, certifying that the conditions set forth in Sections 7(a)(i)5.1, 7(a)(ii) 5.2, 5.3 and 7(a)(iv) 5.5 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Series E Preferred Stock Purchase Agreement (Concur Technologies Inc)

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Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall be satisfactory in all material respects to the InvestorsLender, in the reasonable exercise of their judgmentthe judgment of the Lender. At the Closing, the The Company shall have delivered to the Investors Lender a certificate dated as of the such Closing, signed by the Company’s President, President of the Company certifying that the conditions set forth in Sections 7(a)(i), 7(a)(ii) 4.1 and 7(a)(iv) 4.2 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Note Purchase Agreement (Omnis Technology Corp)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents and papers relating to such transactions shall be reasonably satisfactory in all material respects to the Investors, in the reasonable exercise of their judgment. At the Closing, the The Company shall have delivered to the Investors a certificate dated as of the Closing, signed by the Company’s 's CEO and President, certifying that the conditions set forth in Sections 7(a)(i), 7(a)(ii) 6.1 and 7(a)(iv) 6.2 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Series a Preferred Stock and Warrant Purchase Agreement (Seattle Filmworks Inc)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement Transactions and all documents and papers relating to such transactions Transactions shall be satisfactory in all material respects to the InvestorsLender, in the reasonable exercise of their judgmentthe judgment of the Lender. At the Closing, the The Company shall have delivered to the Investors Lender a certificate dated as of the Closing, signed by an officer of the Company’s President, Company certifying that the conditions set forth in above Sections 7(a)(i), 7(a)(ii) 5.1 and 7(a)(iv) 5.2 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Senior Secured Convertible Note Purchase Agreement (TRX Inc/Ga)

Proceedings Satisfactory; Compliance Certificate. All corporate and legal proceedings taken by the Company Lender in connection with the transactions contemplated by this Agreement Transactions and all documents and papers relating to such transactions Transactions shall be satisfactory in all material respects to the InvestorsCompany, in the reasonable exercise of their judgmentthe judgment of the Company. At the Closing, the Company The Lender shall have delivered to the Investors Company a certificate dated as of the Closing, signed by an officer of the Company’s President, Lender certifying that the conditions set forth in above Sections 7(a)(i), 7(a)(ii) 6.1 and 7(a)(iv) 6.3 have been satisfied as of such Closingsatisfied.

Appears in 1 contract

Samples: Senior Secured Convertible Note Purchase Agreement (TRX Inc/Ga)

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