Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 13 contracts
Samples: Series D Preferred Stock Purchase Agreement (Vascular Biogenics Ltd.), Series a Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.), Series a Preferred Stock Purchase Agreement (Anebulo Pharmaceuticals, Inc.)
Secretary’s Certificate. The Secretary or Assistant Secretary of the Company shall have delivered deliver to the Purchasers each Investor at the Closing a certificate certifying (i) stating that the Bylaws copies of the Company, (ii) ’s Restated Certificate and Bylaws and Board of Director and stockholder resolutions relating to the sale of the Board Shares attached thereto are true and complete copies of Directors of the Company approving the Transaction Agreements such documents and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateresolutions.
Appears in 7 contracts
Samples: Series B Preferred Stock Purchase Agreement, Series a and a 1 Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 5 contracts
Samples: Series a 1 Convertible Preferred Stock Purchase Agreement (SeqLL, Inc.), Series a 1 Convertible Preferred Stock Purchase Agreement (SeqLL, Inc.), Series a 2 Convertible Preferred Stock Purchase Agreement (SeqLL, Inc.)
Secretary’s Certificate. The Secretary of At the Company Closing, the Purchasers shall have delivered to the Purchasers at the Closing received a certificate certifying (i) signed by the Bylaws Secretary of the Company, (ii) certifying the resolutions of the Board of Directors of the Company or a duly authorized committee thereof approving the Transaction Agreements this Agreement and all of the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatehereunder.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Oric Pharmaceuticals, Inc.), Stock Purchase Agreement (Olema Pharmaceuticals, Inc.), Securities Purchase Agreement (Gossamer Bio, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Initial Purchasers at on the Initial Closing Date a certificate certifying (ia) the Bylaws of the CompanyCharter, (iib) the Bylaws, and (c) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions Transactions contemplated under the Transaction Agreements, hereby and (iii) resolutions of the stockholders of the Company approving the Restated Certificatethereby.
Appears in 4 contracts
Samples: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.,
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement, Common Stock Purchase Agreement (Super League Gaming, Inc.), Common Stock Purchase Agreement (Super League Gaming, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Investors a certificate certifying executed by the Secretary of the Company dated as each Closing attending, true and correct copies of the following documents: (ia) the resolutions adopted by the Company's Board of Directors authorizing the transactions contemplated by this Agreement; and (b) the Amended and Restated Articles of Incorporation and Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Vital Living Inc), Securities Purchase Agreement (Vital Living Inc), Securities Purchase Agreement (Skyepharma PLC)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, and (ii) resolutions of the Board board of Directors directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Marrone Bio Innovations Inc), Note Purchase Agreement (Marrone Bio Innovations Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the Company, Incorporation; (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Amended and the transactions contemplated under the Transaction Agreements, Restated Bylaws; and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Company approving the Restated CertificateSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Biodesix Inc), Securities Purchase Agreement (Acrivon Therapeutics, Inc.), Securities Purchase Agreement (Pyxis Oncology, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Certificate of Incorporation and Bylaws of the Company, Company and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and Agreements, the transactions contemplated under the Transaction Agreements, Agreements and (iii) resolutions the Certificate of the stockholders of the Company approving the Restated CertificateDesignations.
Appears in 3 contracts
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc), Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc), Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Subsequent Purchasers at the Final Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreementsby this Amendment, and (iii) resolutions of the stockholders of the Company approving the Amended and Restated CertificateCharter.
Appears in 3 contracts
Samples: Omnibus Approval and Amendment (Invitae Corp), Omnibus Approval and Amendment (Invitae Corp), Omnibus Approval and Amendment (Invitae Corp)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Bylaws of the Company, (ii) Secretary of the Company certifying as to the truth and accuracy of the resolutions of the Board board of Directors directors relating to the transaction contemplated hereby (a copy of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatewhich shall be included with such certificate).
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Magnegas Corp), Common Stock and Warrant Purchase Agreement (Magnegas Corp), Common Stock Purchase Agreement (Location Based Technologies, Inc.)
Secretary’s Certificate. The Company shall deliver to the Managers a certificate of the Secretary of the Company shall have delivered and attested to by an executive officer of the Purchasers at the Closing a certificate Company, dated as of such date, certifying as to (i) the Bylaws Articles of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company approving authorizing the Transaction Agreements execution, delivery and performance of this Agreement and the transactions contemplated under issuance of the Transaction Agreements, Shares and (iiiiv) resolutions the incumbency of the stockholders of officers duly authorized to execute this Agreement and the Company approving the Restated Certificateother documents contemplated by this Agreement.
Appears in 3 contracts
Samples: At the Market Offering Agreement (India Globalization Capital, Inc.), At the Market Offering Agreement (India Globalization Capital, Inc.), At the Market Offering Agreement (India Globalization Capital, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the applicable Closing a certificate certifying certifying: (ia) the Company’s Certificate of Incorporation as in effect as of the applicable Closing; (b) the Bylaws of the Company, Company as in effect as of the applicable Closing; (iic) resolutions of the Board of Directors of approving this Agreement, the Company approving the Transaction Agreements Related Documents and the transactions contemplated under the Transaction Agreements, hereby and thereby; and (iiid) resolutions of the stockholders Special Committee of the Company approving Board recommending to the Restated CertificateBoard this Agreement, the Related Documents and the transactions contemplated hereby and thereby.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Anesiva, Inc.), Securities Purchase Agreement (Anesiva, Inc.), Securities Purchase Agreement (Interwest Partners Viii Lp)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Certificate of Incorporation, as amended, including the Certificate of Designations, of the Company; (ii) the Bylaws of the Company, ; and (iiiii) resolutions of the Board of Directors of the Company (or an authorized committee thereof) approving the Transaction Agreements this Agreement and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateby this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Kala Pharmaceuticals, Inc.), Securities Purchase Agreement (Idera Pharmaceuticals, Inc.), Securities Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing a certificate certifying (i) the Certificate of Incorporation and Bylaws of the CompanyCompany as in effect at the Closing, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 3 contracts
Samples: Series a Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement (Comstock Mining Inc.), Series a Preferred Stock Purchase Agreement (Aqua Metals, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers Investors at the Closing a certificate certifying (ia) the Restated Certificate, (b) the Bylaws of the Company, (iic) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreementshereby and thereby, and (iiid) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 3 contracts
Samples: Series C Preferred Stock Purchase Agreement, Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc), Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Restated Certificate; (ii) the Bylaws of the Company, (iiiii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iiiiv) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 3 contracts
Samples: Series a Preferred Stock Purchase Agreement (Kindara, Inc.), Series a Preferred Stock Purchase Agreement (Kindara, Inc.), Series a Preferred Stock Purchase Agreement (Kindara, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the Company, Incorporation; (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Amended and the transactions contemplated under the Transaction Agreements, Restated Bylaws; and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement and the Company approving the Restated Certificatetransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Lexeo Therapeutics, Inc.), Securities Purchase Agreement (Forte Biosciences, Inc.), Securities Purchase Agreement (Aadi Bioscience, Inc.)
Secretary’s Certificate. The Secretary secretary of the Company shall have delivered deliver to the Purchasers each Investor at the Closing a certificate certifying (i) the Bylaws of the CompanyMemorandum and Articles, and (ii) resolutions of the Board shareholders and the board of Directors directors of the Company approving the Transaction Agreements and Documents, the transactions contemplated under the Transaction Agreementshereby and thereby, and (iii) resolutions the performance of the stockholders all obligations of the Company approving the Restated Certificatehereunder and thereunder.
Appears in 2 contracts
Samples: Share Purchase Agreement (Cango Inc.), Share Purchase Agreement (Cango Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the such Closing a certificate certifying (i) the Bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of including the stockholders of the Company approving the Restated Certificatetransactions contemplated to occur at such Closing.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Anterios Inc), Preferred Stock Purchase Agreement (Anterios Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders shareholders of the Company approving the Restated CertificateArticles.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (TypTap Insurance Group, Inc.), Preferred Stock Purchase Agreement (HCI Group, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing a certificate certifying (i) the Bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Documents and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateDocuments.
Appears in 2 contracts
Samples: Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers at the Note Closing a certificate certifying (ia) the Restated Certificate, (b) the Bylaws of the Company, (iic) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreementshereby and thereby, and (iiid) resolutions of the stockholders of the Company approving the Restated Certificateissuance of the Stock.
Appears in 2 contracts
Samples: Convertible Note and Series F Preferred Stock Purchase Agreement, Convertible Note and Series F Preferred Stock Purchase Agreement (Renren Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investor at the initial Closing a certificate certifying with respect to (i) the Bylaws Amended and Restated Certificate of Incorporation of the Company, (ii) the Amended and Restated Bylaws of the Company, and (iii) resolutions of the Board of Directors of the Company approving the Agreement, the Notes, the Warrants, the other Transaction Agreements Documents, and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateDocuments.
Appears in 2 contracts
Samples: Note Purchase Agreement (Opgen Inc), Note Purchase Agreement (Opgen Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certificate, dated the Closing Date, attaching and certifying (i) the Bylaws Organizational Documents of the Company, (ii) the authorizing resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under by the Transaction Agreements, and (iii) resolutions the incumbency and signatures of the stockholders Persons signing the Transaction Agreements on behalf of the Company approving the Restated CertificateCompany.
Appears in 2 contracts
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Restated Certificate and the Bylaws of the CompanyCompany as of the Initial Closing, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.), Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers at the Closing a certificate certifying (ia) the Bylaws of the CompanyRestated Certificate, (iib) the Bylaws, (c) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreementsthereby, and (iiid) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series E and Series E 2 Preferred Stock and Warrant Purchase Agreement, Series E and Series E 2 Preferred Stock and Warrant Purchase Agreement (Lifelock, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing deliver a certificate executed by its Secretary certifying (i) the Bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements this Agreement and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatehereby.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Prometheus Laboratories Inc), Asset Purchase and Sale Agreement (Prometheus Laboratories Inc)
Secretary’s Certificate. The Secretary Company shall deliver to the Buyer on Closing a certificate executed by the chairman of the board of directors of the Company shall have delivered to certifying the Purchasers at the Closing a certificate certifying (i) the Bylaws satisfaction of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateabove conditions.
Appears in 2 contracts
Samples: Senior Convertible Bond Purchase Agreement (Ku6 Media Co., LTD), Share Purchase Agreement (Ku6 Media Co., LTD)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.Articles and the Series A Certificate of Designation
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (IntelliHome, Inc.), Series a Preferred Stock Purchase Agreement (IntelliHome, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Certificate of Incorporation, as amended, of the Company; (ii) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, ; and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement and the Company approving the Restated Certificatetransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Graphite Bio, Inc.), Subscription Agreement (Proteostasis Therapeutics, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the Company, Incorporation; (ii) the Amended and Restated Bylaws; and (iii) resolutions of the Board of Directors of the Company (or an authorized committee thereof) approving the Transaction Agreements this Agreement and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateby this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ventyx Biosciences, Inc.), Stock Purchase Agreement (Ventyx Biosciences, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers at the Closing a certificate certifying (ia) the Articles of Incorporation of the Company, (b) the Bylaws of the Company, and (iic) resolutions of the Board of Directors of the Company approving the Transaction Agreements this Agreement and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatehereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aethlon Medical Inc), Stock Purchase Agreement (Aethlon Medical Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) in the Bylaws of form and substance satisfactory to the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificatePurchaser.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Charah Solutions, Inc.), Series B Preferred Stock Purchase Agreement (Synchronoss Technologies Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, and (iii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Stronghold Digital Mining, Inc.), Series a Preferred Stock Purchase Agreement (Stronghold Digital Mining, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing ----------------------- Purchaser a certificate executed by the Secretary of the Company dated as of the Closing, certifying the following matters: (ia) resolutions adopted by the Board approving the transactions contemplated by this Agreement; (b) Certificate of Incorporation of the Company; (c) Bylaws of the Company, ; (iid) resolutions incumbency of the Board of Directors those officers of the Company approving signing the Transaction Agreements and the transactions contemplated under the Transaction Agreements, various agreements; and (iiie) resolutions of such other matters as the stockholders of the Company approving the Restated CertificatePurchaser may reasonably request.
Appears in 2 contracts
Samples: Subordinated Convertible Note Purchase Agreement (Odetics Inc), Subordinated Convertible Note Purchase Agreement (Iteris Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate as attached in Exhibit F certifying (i) the Restated Certificate and Bylaws of the CompanyCompany as in effect at the Closing, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction AgreementsAgreements (Exhibit G), and (iii) resolutions of the stockholders of the Company approving the Restated CertificateCertificate (Exhibit H).
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers Investors at the Closing a certificate dated as of the Closing, satisfactory in form and substance to counsel for the Investors, attaching and certifying to the truth, correctness, and effectiveness of (i1) the Restated Charter, (2) the Bylaws of and (3) the Company, (ii) board and stockholder resolutions of the Board of Directors of the Company approving the Transaction Agreements and adopted in connection with the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateby this Agreement.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Trans1 Inc), Series C Preferred Stock Purchase Agreement (Trans1 Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Certificate of Incorporation, as amended, including the Certificate of Designation, of the Company; (ii) the Bylaws of the Company, ; and (iiiii) resolutions of the Board of Directors of the Company (or an authorized committee thereof) approving the Transaction Agreements this Agreement and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateby this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (ArTara Therapeutics, Inc.), Subscription Agreement (Proteon Therapeutics Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Bylaws Restated Certificate of Incorporation, as amended, of the Company, ; (ii) the Restated Bylaws, as amended, of the Company; and (iii) resolutions of the Board of Directors of the Company approving the Transaction Agreements this Agreement and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateby this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Intercept Pharmaceuticals, Inc.), Securities Purchase Agreement (Intercept Pharmaceuticals Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Purchaser a certificate certifying secretary’s certificate, as to (i) the Bylaws resolutions adopted by the Board of Directors approving the Companytransactions contemplated hereby, (ii) resolutions the Certificate, (iii) the Bylaws, each as in effect at such Closing, and (iv) the authority and incumbency of the Board of Directors officers of the Company approving executing the Transaction Agreements Documents and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateany other documents required to be executed or delivered in connection therewith.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ambient Corp /Ny), Securities Purchase Agreement (Ambient Corp /Ny)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers at the Closing a certificate certifying (i) the constating documents of the company, (ii) the Bylaws of the Company, (iiiii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreementshereby and thereby, and (iiiiv) resolutions of the stockholders shareholders of the Company approving the Restated Certificate.Articles of Amendment
Appears in 2 contracts
Samples: Series a Preferred Share Purchase Agreement, Series a Preferred Share Purchase Agreement (Bakbone Software Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Second Restated Certificate.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Anterios Inc), Series B Preferred Stock Purchase Agreement (Anterios Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered ------------------------ deliver to the Purchasers Investor at the Closing a an executed certificate certifying (i) the Bylaws of the Company, (ii) 's Board resolutions and incumbency of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateofficers or others acting in a representative capacity.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ebank Financial Services Inc), Stock Purchase Agreement (Ebank Financial Services Inc)
Secretary’s Certificate. The Prior to the Closing, the Secretary of the Company shall have delivered deliver to the Purchasers at the Closing Investor a certificate certifying (i) the Bylaws Certificate of Incorporation of the Company, as amended to date, (ii) resolutions of the Board of Directors Bylaws of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders board of directors of the Company approving the Restated CertificateAgreement and the transactions contemplated under the Agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Carver Bancorp Inc), Stock Purchase Agreement (Carver Bancorp Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investor at the Closing a certificate certifying with respect to (i) the Restated Certificate and the Certificate of Amendment, (ii) the Amended and Restated Bylaws of the Company, and (iiiii) resolutions of the Board of Directors of the Company approving the Agreement, the Note, the Security Agreement, and the Registration Rights Agreement (collectively, the "Transaction Agreements Documents"), and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateDocuments.
Appears in 2 contracts
Samples: Common Stock and Note Purchase Agreement, Common Stock and Note Purchase Agreement (Opgen Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate of the Company executed by the Company’s Secretary attaching and certifying to the truth and correctness of (i1) the Certificate of Incorporation, (2) the Bylaws of and (3) the resolutions adopted by the Company, (ii) resolutions of the ’s Board of Directors of the Company approving the Transaction Agreements and in connection with the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateby this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Imaging Corp), Purchase Agreement (Liveworld Inc)
Secretary’s Certificate. The Company shall deliver to each Investor at such Closing a certificate of the Secretary of the Company shall have delivered with respect to the Purchasers at Certificate of Designation, the Closing a certificate certifying (i) Company's Bylaws and the Bylaws resolutions of the Company, (ii) resolutions of the 's Board of Directors of the Company approving the Transaction Agreements and relating to the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatehereby.
Appears in 2 contracts
Samples: Series 4 a Convertible Preferred Stock Purchase Agreement (Vsource Inc), Convertible Preferred Stock Purchase Agreement (Vsource Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Restated Certificate, as amended, of the Company; (ii) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and ; (iii) resolutions of the stockholders Board (or an authorized committee thereof) approving this Agreement and the transactions contemplated by this Agreement; (iv) resolutions of the Company Board (or an authorized committee thereof) approving the Restated CertificateMerger Agreement and the transactions contemplated by the Merger Agreement; and (v) a Certificate of Good Standing of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Myos Rens Technology Inc.), Securities Purchase Agreement (Myos Rens Technology Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series G Convertible Preferred Stock Purchase Agreement (International Stem Cell CORP), Series D Preferred Stock Purchase Agreement (International Stem Cell CORP)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing ----------------------- Purchaser's special counsel a certificate executed by the Secretary of the Company, dated as of the Closing, certifying the following matters: (i) Resolutions adopted by the Company's Board of Directors and Shareholders relating to the transactions contemplated by this Agreement; (ii) Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, ; and (iii) resolutions incumbency of officers of the stockholders of the Company approving the Restated CertificateCompany.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (MMC Networks Inc), Series B Preferred Stock Purchase Agreement (MMC Networks Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Certificate of Incorporation and Bylaws of the CompanyCompany as in effect at the Closing, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Capstone Dental Pubco, Inc.), Preferred Stock Purchase Agreement (Ondas Holdings Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the Company, Incorporation; (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Amended and the transactions contemplated under the Transaction Agreements, Restated Bylaws; and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Company approving Securities and the Restated CertificatePre-Funded Warrant Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cidara Therapeutics, Inc.), Securities Purchase Agreement (Neurogene Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the Company, Incorporation; (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Amended and the transactions contemplated under the Transaction Agreements, Restated Bylaws; and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Company approving Securities and the Restated CertificateWarrant Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Day One Biopharmaceuticals, Inc.), Securities Purchase Agreement
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the Company, Incorporation; (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Amended and the transactions contemplated under the Transaction Agreements, Restated Bylaws; and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Company approving the Restated CertificateSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aclaris Therapeutics, Inc.), Securities Purchase Agreement (Replimune Group, Inc.)
Secretary’s Certificate. The Secretary of At the Company Closing, the Purchasers shall have delivered to the Purchasers at the Closing received a certificate certifying (i) signed by the Bylaws Secretary of the Company, (ii) certifying the resolutions of the Board of Directors of the Company approving the Transaction Agreements this Agreement and all of the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatehereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Crinetics Pharmaceuticals, Inc.), Stock Purchase Agreement (Krystal Biotech, Inc.)
Secretary’s Certificate. The Company shall have delivered a certificate executed by the Secretary or Assistant Secretary of the Company shall have delivered dated as of the Closing certifying to the Purchasers at following matters: (i) the resolutions adopted by the Board relating to the transactions contemplated by this Agreement, (ii) the Company's certificate of incorporation as of the Closing a certificate certifying , including the Series B Designation, as certified by the Delaware Secretary of State, (iiii) the Bylaws of the Company, ; and (iiiv) resolutions incumbency of the Board of Directors officers of the Company approving authorized to execute the Transaction Agreements and the transactions contemplated under the Transaction Financing Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (24/7 Media Inc), Series B Preferred Stock Purchase Agreement (Elbit LTD)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (ScripsAmerica, Inc.), Series a Preferred Stock Purchase Agreement (ScripsAmerica, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateCertificate and the issuance of the Shares.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Spring Street Partners Lp), Series a Preferred Stock Purchase Agreement (Diligent Board Member Services, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have has delivered to the Purchasers at the Closing a certificate certifying (i) the Certificate of Incorporation, as amended and Bylaws of the Company, Company and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Acorn Energy, Inc.), Common Stock Purchase Agreement (Acorn Energy, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Investors a certificate certifying (i) the Bylaws of the Company, (ii) the resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction AgreementsCharter Amendment, and (iii) the resolutions of the stockholders of the Company approving the Restated CertificateCharter Amendment.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Regado Biosciences Inc), Series D Preferred Stock Purchase Agreement (Regado Biosciences Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the First Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement, Series B Convertible Preferred Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws Organizational Documents of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction AgreementsAgreements (including the Charter Amendment), and (iii) resolutions the certificate of the stockholders inspector of election regarding the results of the Company approving the Restated CertificateShareholders Meeting.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Acre Realty Investors Inc), Stock Purchase Agreement (Roberts Realty Investors Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Noteholder a certificate certifying (i) of the Bylaws Company executed by the Secretary of the Company, dated as of the Closing, certifying (iia) resolutions of adopted by the Board of Directors of SpectRx authorizing the Company approving execution of this Agreement, the Transaction Agreements Convertible Notes, the Warrants and the transactions contemplated under the Transaction Agreements, hereby; and (iiib) resolutions that the Certificate of Incorporation and Bylaws of each of the stockholders of SpectRx Companies, as currently on file with the Company approving the Restated CertificateSEC, are in effect and full force.
Appears in 2 contracts
Samples: Loan Agreement (Spectrx Inc), Loan Agreement (Spectrx Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateCharter Amendment.
Appears in 2 contracts
Samples: Series B 2 Preferred Stock Purchase Agreement (Anterios Inc), Series B 2 Preferred Stock Purchase Agreement (Anterios Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing a certificate certifying (i) a true and complete copy of the Bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Documents and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (DoorDash Inc), Convertible Note Purchase Agreement (DoorDash Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Date a certificate certifying (i) the Restated Certificate, as amended, of the Company; (ii) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and ; (iii) resolutions of the stockholders Board (or an authorized committee thereof) approving this Agreement and the transactions contemplated by this Agreement; and (iv) a certificate of good standing of the Company approving the Restated CertificateCompany.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MedAvail Holdings, Inc.), Securities Purchase Agreement (MedAvail Holdings, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws bylaws of the Company, and (ii) the joint resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, Agreements and (iii) resolutions of the stockholders sole stockholder of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.), Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying as to the accuracy of (i) the Bylaws Certificate of the CompanyIncorporation, (ii) the Bylaws, and (iii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatethereunder.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Taronis Fuels, Inc.), Common Stock Purchase Agreement (Taronis Fuels, Inc.)
Secretary’s Certificate. The Secretary of the Company Corporation shall have delivered to the Purchasers VB at the Closing a certificate certifying (i) the Articles of Incorporation, (ii) the Bylaws of the CompanyCorporation, and (iiiii) resolutions of the Board of Directors of the Company Corporation approving the Transaction Agreements and the Series A Certificate of Designation and the transactions contemplated under the Transaction Agreements, hereby and (iii) resolutions of the stockholders of the Company approving the Restated Certificatethereby.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (KonaRed Corp), Series a Preferred Stock Purchase Agreement (Willsey Gregory Thomas)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Note Purchase Agreement (Super League Gaming, Inc.), Note Purchase Agreement (Super League Gaming, Inc.)
Secretary’s Certificate. The Secretary secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the CompanyBylaws, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company Stockholders approving the Restated Certificate.
Appears in 2 contracts
Samples: Series C 2 Preferred Stock and Warrant Purchase Agreement (Glori Energy Inc.), Series C 2 Preferred Stock and Warrant Purchase Agreement (Glori Energy Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Third Restated Certificate.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Anterios Inc), Preferred Stock Purchase Agreement (Anterios Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Subscriber at the Closing a certificate certifying executed on behalf of the Company by its Secretary (i) certifying the Bylaws of the Company, (ii) resolutions of adopted by the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under by this Agreement, including the Transaction Agreementsallotment and issuance of the Securities to the Subscriber in accordance with the terms of the Notes, (ii) certifying and providing copies of the current versions of the Charter Documents and (iii) resolutions certifying as to the signatures and authority of persons signing this Agreement, the Notes, and any related documents on behalf of the stockholders of the Company approving the Restated CertificateCompany.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (RF Acquisition Corp.), Convertible Note Purchase Agreement (RF Acquisition Corp.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Tranche Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Proteon Therapeutics Inc), Series D Preferred Stock Purchase Agreement (Proteon Therapeutics Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the CompanyIncorporation, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Amended and the transactions contemplated under the Transaction AgreementsRestated Bylaws, and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Company approving Securities and the Restated CertificatePre-Funded Warrant Shares.
Appears in 2 contracts
Samples: Merger Agreement (Aerovate Therapeutics, Inc.), Securities Purchase Agreement (Aerovate Therapeutics, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers Investors at the Closing a certificate attaching and certifying (i) to the Bylaws truth and correctness of the resolutions of the Company, (ii) resolutions of the ’s Board of Directors of the Company approving the Transaction Agreements and adopted in connection with the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificateby this Agreement.
Appears in 2 contracts
Samples: Secured Note and Common Stock Purchase Agreement (Stratos Renewables CORP), Unsecured Convertible Note and Warrant Purchase Agreement (Stratos Renewables CORP)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers each Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements this Agreement and the transactions contemplated under the Transaction Agreementsthis Agreement, and (iii) resolutions of the stockholders of the Company Board approving the Restated Certificate.Certificate of Designations Amendment;
Appears in 1 contract
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Restated Articles and Bylaws of the CompanyCompany as in effect at the Closing, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateArticles.
Appears in 1 contract
Samples: Series Seed Preferred Stock Purchase Agreement (Rogue Baron PLC)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing Date a certificate certifying (i) the Bylaws Amended and Restated Certificate of the Company, Incorporation; (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Amended and the transactions contemplated under the Transaction Agreements, Restated Bylaws; and (iii) resolutions of the stockholders Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Company approving the Restated CertificateShares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Summit Therapeutics Inc.)
Secretary’s Certificate. The Secretary An appropriate officer of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Certificate of Incorporation and Bylaws of the CompanyCompany as in effect at the Closing, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements to which it is a party and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateAgreements to which it is a party.
Appears in 1 contract
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) the resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions evidence of the approval by the stockholders of the Company approving of the Restated Certificate.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Gi Dynamics, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Certificate of Incorporation and Bylaws of the CompanyCompany as in effect at the Closing, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatethis Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (SOS Hydration Inc.)
Secretary’s Certificate. The At each Closing, the Secretary of the Company shall have delivered to the Purchasers at the Closing Investors a certificate certifying (i) the Bylaws Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, and (iii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sun BioPharma, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the such Closing a certificate certifying (i) the Restated Certificate; (ii) the Bylaws of the Company, ; (iiiii) resolutions of the Board of Directors of the Company approving the Transaction Agreements Restated Certificate, this Agreement and the Stockholders Agreement, and the transactions contemplated under the Transaction Agreements, by this Agreement; and (iiiiv) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
Samples: Series C Convertible Preferred Stock Purchase Agreement (Intercept Pharmaceuticals Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing Purchaser a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements transaction agreements and the transactions contemplated under the Transaction Agreementstransaction agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Caladrius Biosciences, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investor at the Initial Closing a certificate certifying (ia) the Charter (including the Certificate of Designation for the Series C Preferred Stock), (b) the Bylaws of the Company, (iic) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreementshereby and thereby, and (iiid) resolutions consent of the stockholders of the Company approving the Restated CertificateCertificate of Designation for the Series C Preferred Stock and, as applicable, the Transaction Agreements and the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Propell Technologies Group, Inc.)
Secretary’s Certificate. The Secretary of the Company Seller shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
Samples: Stock Purchase Agreement (Daystar Technologies Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers at the Closing a certificate certifying (i) of the Secretary of the Company with respect to the Company’s Amended and Restated Articles of Incorporation, the Company’s Bylaws and the resolutions of the Company, (ii) resolutions ’s board of the Board of Directors of the Company approving the Transaction Agreements and directors relating to the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificatehereby.
Appears in 1 contract
Secretary’s Certificate. The Secretary An Officer of the Company shall have delivered to the Purchasers Buyers at the Closing a certificate certificate, dated as of the Closing Date, certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction AgreementsTransaction, and (iiiii) resolutions of the stockholders those unitholders of the Company approving required to approve the Transaction Agreements and the Transaction and the Amended and Restated CertificateOperating Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Walgreens Boots Alliance, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have has delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Certificate of Incorporation and Bylaws of the Company, Company and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Acorn Energy, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers Investors at the Closing a certificate certifying (i) the Bylaws of the CompanyRestated Certificate, (ii) resolutions the Bylaws of the Board of Directors same effect as though such representations and warranties had been made on and as of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated CertificateClosing.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (WhiteSmoke, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers such Investor at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Transactional Agreements to which the Company is a party and the transactions contemplated under the Transaction Transactional Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Cambridge Display Technology, Inc.)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws Amended Articles of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders shareholders of the Company approving adopting the Restated CertificateAmended Articles.
Appears in 1 contract
Samples: Series a Preferred Share Purchase Agreement (Adaptimmune Therapeutics PLC)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the Closing a certificate certifying as to the accuracy of (i) the Bylaws of the CompanyCertificate, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction AgreementsBylaws, and (iii) resolutions of the stockholders of the Company Board approving the Restated CertificateTransaction Documents and the transactions contemplated thereunder.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Smith Micro Software Inc)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (ia) that the Bylaws of the CompanyCompany as in effect immediately prior to the Closing Date are in the form attached hereto as Exhibit G, (iib) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction AgreementsTransactions, and (iiic) resolutions of the stockholders of the Company Stockholders approving the Restated Certificate.
Appears in 1 contract
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws of the Company, Company and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Purchaser at the Closing a certificate certifying (i) the Bylaws certificate of incorporation and bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.
Appears in 1 contract
