Additional Closing Deliveries. At the Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Company Deliverables”): (i) The legal opinion of Company Counsel, in substantially the form of Exhibit C hereto, addressed to each Investor; (ii) The Certificate of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware as of a recent date; (iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date: (A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby; (B) the Bylaws of the Company; and (C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Warrant Shares; and (iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated as of a recent date.
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Sources: Securities Purchase Agreement (Energy Focus, Inc/De), Securities Purchase Agreement (Energy Focus, Inc/De)
Additional Closing Deliveries. At the each Closing, the Company shall deliver or cause to be delivered to each the Investor the following (the “Company the“Company Deliverables”):
(i) The legal opinion of Company Counsel, in substantially the form of Exhibit C heretoagreed form, addressed to each the Investor;
(ii) The Certificate Articles of Incorporation of the Company, together with all amendments thereto, certified by the Secretary of State of the State of Delaware Arkansas as of a recent datedate not more than five Business Days prior to the Closing Date;
(iii) Copies of each of the following documents, in each case certified by the Secretary of the Company to be in full force and effect on the Closing Date:
(A) resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby;
(B) the Bylaws By-laws of the Company; and
(C) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares; and
(iv) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware Arkansas dated as of a recent date.date no earlier than five Business Days prior to the Closing Date;
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