Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: (a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company. (b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing. (c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto. (d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing. (e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing. (f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date. (g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request. (i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time. (j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 2 contracts
Sources: Securities Purchase Agreement (DG FastChannel, Inc), Securities Purchase Agreement (DG FastChannel, Inc)
Conditions to the Purchasers’ Obligation. The obligation obligations of each the Purchaser to purchase and pay for the Securities at Notes on the Closing Date is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such Purchaser shall have received Subsequent to the Registration Rights execution and delivery of this Agreement and prior to the Warrant duly executed by Closing Date,
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, other than any notice which shall already have been given as of the date hereof, in the rating accorded to the Company or any of the Company's securities or in the rating outlook for the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company, its Subsidiaries and Destia, taken as a whole, from that set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Notes on the terms and in the manner contemplated in the Offering Memorandum.
(b) Such The Purchaser shall have received certificates for shares of Common Stock to be purchased on the Closing Date a certificate, dated the Closing Date and signed by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation executive officer of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary effect set forth in Section 5(a)(i) of State of such state of incorporation as of a date within ten (10) days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company this Agreement and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, effect that the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be are true and correct in all material respects, in each case as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions contained herein on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as though made at to any proceedings threatened.
(c) The Purchaser shall have received, (A) on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as of such datethe case may be, except in form and substance satisfactory to the extent that they expressly refer Purchaser, from KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to an earlier or specific timeunderwriters with respect to the financial statements and certain financial information contained in the Offering Memorandum and (B) on the date hereof, letters dated the date hereof, in which case they form and substance satisfactory to the Purchaser, from KPMG LLP, independent public accountants, with respect to agreed-upon procedures to be applied to information contained in the Offering Memorandum with respect to billable minutes, revenue per billable minute and number of customers, and with respect to the Pledged Security Entitlements; PROVIDED THAT the letters delivered pursuant to Section 5(c)(A) and Section 5(c)(B) shall use a "cut-off date" not earlier than 2 business days prior to the date hereof.
(d) The Purchaser shall have received on the Closing Date an opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, outside counsel to the Company, dated the Closing Date, to the effect set forth in EXHIBIT D. Such opinion shall be true rendered to the Purchaser at the request of the Company and correct shall so state therein.
(e) The Purchaser shall have received on the Closing Date opinions of foreign local counsel in all material respects Germany, Switzerland, Italy, France, Belgium, Spain, The Netherlands and the United Kingdom, dated the Closing Date, each to the effect set forth in EXHIBIT E or as to such other form as agreed to by the Purchaser. Such opinions shall be rendered to the Purchaser at the request of such timethe Company and shall so state therein.
(f) The Purchaser shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇▇ & Forester, LLP, special U.S. communications counsel to the Company, together with an opinion of Nebraska counsel, each dated the Closing Date, substantially to the effect set forth in EXHIBIT F. Such opinions shall be rendered to the Purchaser at the request of the Company and shall so state therein.
(g) The Purchaser shall have received on the Closing Date an opinion of Shearman & Sterling, counsel to the Purchaser, dated the Closing Date, in form and substance satisfactory to you.
(h) The Registration Rights Agreement and the Pledge Agreement shall be executed and in full force and effect, and the Company shall have granted the security interest and made the pledge contemplated by the Pledge Agreement.
(i) The Exchange Offer and Consent Solicitation shall have been consummated on or prior to the Closing Date.
(j) The Company Purchaser shall have performed and complied with, in received from Destia all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement documents to be delivered by Destia, its counsel or its accountants pursuant to the terms of the Dealer Manager Agreement, dated November 4, 1999 (the "DEALER MANAGER AGREEMENT"), among the Company, Destia and the Purchaser, including opinions of counsels to Destia, "comfort letters" from the independent public accountants of Destia and certificates of officers of Destia.
(k) The Purchaser shall have received on the Closing Date an opinion of outside counsel to Destia, dated the Closing Date, to the effect set forth in Exhibit D of the Dealer Manager Agreement. Such opinion shall be rendered to you at the request of Destia and shall so performed state therein.
(l) The Purchaser shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, outside counsel to Destia, dated the Closing Date, to the effect set forth in Exhibit E of the Dealer Manager Agreement. Such opinion shall be rendered to you at the request of Destia and shall so state therein.
(m) The Purchaser shall have received on the Closing Date opinions of foreign local counsel of Destia in Switzerland (to the effect set forth in Exhibit K of the Dealer Manager Agreement), United Kingdom (to the effect set forth in Exhibit J of the Dealer Manager Agreement), Germany (to the effect set forth in Exhibit L of the Dealer Manager Agreement) and France (to the effect set forth in Exhibit M of the Dealer Manager Agreement), dated the Closing Date, each opinion to the effect set forth in their respective Exhibits or complied as to such other form as agreed to by you. Each such opinion shall be rendered to you at the request of Destia and shall so state therein.
(n) The Purchaser shall have received on the Closing Date an opinion of Swidler, Berlin, Shereff ▇▇▇▇▇▇▇▇, special U.S. communications counsel to Destia, dated the Closing Date, to the effect set forth in Exhibit I of the Dealer Manager Agreement. Such opinion shall be rendered to you at the request of Destia and shall so state therein.
(o) The Purchaser shall have received on the Closing Date an opinion of counsel to Destia with respect to the disclosure of facts in the Offering Memorandum in form and substance reasonably acceptable to you. Such opinion shall be rendered to you at the request of Destia and shall so state therein.
(p) The Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company at Company, to the effect set forth in EXHIBIT H. The officer signing and delivering such certificate may rely upon the best of his or before the Closingher knowledge as to any proceedings threatened.
(q) The Purchaser shall have received such other documents and certificates as are reasonably requested by you or your counsel.
Appears in 1 contract
Sources: Purchase Agreement (Viatel Inc)
Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of each the Purchaser to purchase the Securities Common Stock at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each the Purchaser’s sole benefit and may be waived by such the Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such The Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such The Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such The Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached heretoand content reasonably acceptable to it.
(d) Such The Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) 30 days of the date of the Closing.
(e) Such The Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) 30 days of the date of the Closing.
(f) Such The Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such The Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesCommon Stock.
(h) Such The Purchaser shall have received $61,000 at the Closing in exchange for the extension of the maturity date of the 4.95% Subordinated Note in the principal amount of $3,050,000 from March 31, 2006 to March 31, 2008.
(i) The Purchaser shall have received at the Closing the Amended and Restated 4.95% Subordinated Note Due March 31, 2008 in the principal amount of $3,050,000.
(j) The Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Stock Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of each the Purchaser to purchase the Securities Common Stock at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each the Purchaser’s 's sole benefit and may be waived by such the Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such The Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such The Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such The Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached heretoand content reasonably acceptable to it.
(d) Such The Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) 10 days of the date of the Closing.
(e) Such The Purchaser shall have received a copy of the certificate evidencing the Company’s 's qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) 10 days of the date of the Closing.
(f) Such The Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s 's Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such The Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesCommon Stock.
(h) Such The Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Stock Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.. ARTICLE SIX
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of each Purchaser to purchase consummate the Securities at transactions to be performed by it in connection with the Closing is subject to the satisfaction, at or before the Closing, of each satisfaction of the following conditions, provided conditions (it being understood that these conditions are each such condition is solely for each Purchaser’s sole the benefit of the Purchaser and may be waived in writing by such Purchaser at the Purchaser, without notice, liability or obligation of any time in its sole discretion by providing the Company with prior written notice thereof:Person):
(a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained Seller set forth in Section 3.01 of this Securities Purchase Agreement Article III above shall be true and correct in all material respects, in each case respects at and as of the Agreement Date and as of the Closing Date as though made at and as of such dateDate, except to the extent that they expressly refer to an earlier or specific timesuch representations and warranties are qualified by a standard of materiality, in which case they such representations and warranties shall be true and correct in all respects giving effect to such standard at and as of the Agreement Date and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty must have been true and correct in all material respects as of such time.date);
(jb) The Company the Seller shall have performed and complied with, with all of its covenants hereunder and in the Ancillary Agreements in all material respects required to be performed on or prior to the Closing;
(c) the Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(d) the Purchaser shall have received each of the closing deliveries of the Seller set forth in Section 2.5, executed on behalf of the Seller by a duly authorized officer of the Seller;
(e) there shall not have occurred after the Agreement Date a Material Adverse Effect on the Business or the Acquired Assets;
(f) the Seller will have obtained and delivered to the Purchaser all consents, waivers and approvals from Governmental Entities and third parties necessary to effect the assignment and transfer to the Purchaser of the Acquired Assets free and clear of all Liens and to effect the assignment to the Purchaser of the Assumed Contracts; and
(g) the Purchaser shall have received an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Seller, in form and substance reasonably satisfactory to Purchaser, that with regard to the Seller: (i) the Seller is a corporation validly existing and in good standing under the laws of the State of Alabama and has all necessary corporate power to own its properties as now owned and operate its business of developing, manufacturing and selling ruggedized printers and related supplies as now operated; (ii) the Seller has the corporate power and authority to enter into, deliver and perform its obligations under this Agreement and the Ancillary Agreements; (iii) this Agreement and the Ancillary Agreements have been duly authorized by all requisite corporate and shareholder action on the part of the Seller, have been duly executed and delivered on behalf of the Seller and are valid and binding on the Seller and enforceable in accordance with their terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally (and subject to other customary assumptions, exceptions, limitations and qualification as set forth in the opinion); (iv) the execution, delivery and performance of this Agreement and the Ancillary Agreements will not violate or result in a default under the Seller’s articles of incorporation or bylaws; (v) except as set forth in the Seller Disclosure Letter or otherwise contemplated by this Agreement, the agreements, covenants execution and obligations required delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated by this Securities Purchase Agreement and the Ancillary Agreements by Seller do not require the consent or approval of, or notice to, any Person that is a party to the Material Contracts listed in Schedule 3.12(a) of the Seller Disclosure Letter; (v) except as set forth in the Seller Disclosure Letter or otherwise provided in this Agreement or the Schedules hereto, no consent, approval, authorization or other action by, or filing with, any governmental authority of the State of Alabama or the United States is required for Seller's execution and delivery of this Agreement and the Ancillary Agreements, and for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, that has not been obtained; and (vii) except as set forth in Schedule 3.6 to this Agreement, counsel has no actual knowledge, of any suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or overtly threatened against the Seller. For the purposes of the opinion to be so performed or complied with delivered pursuant to this Section 6.2(g), the Seller’s counsel may assume that this Agreement and the Ancillary Agreements are governed by the Company at or before laws of the ClosingState of Alabama rather than the laws of the State of Rhode Island. The opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP will contain reasonable assumptions, exceptions, limitations and qualifications as are customary for transactions of this nature and which shall be mutually agreed upon by the parties.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) 30 days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) 30 days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 1 contract