Common use of Other Agreements and Documents Clause in Contracts

Other Agreements and Documents. MSMI or Guarantor, as applicable, shall have executed and delivered the following agreements and documents: (a) The Warrants in the form of Exhibit A attached hereto; (c) An amendment to the Financing Statements on Form UCC-1 with respect to all personal property and assets of MSMI; (d) A Certificate of Good Standing from the state of incorporation of MSMI and Guarantor; (e) A certificate of MSMI’s CEO, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) other matters as the Fund shall reasonably request; (f) A written waiver, in form and substance satisfactory to the Fund, from each person other than the Fund who has any of the following rights: (i) any currently effective right of first refusal to acquire the Securities; or (ii) any right to an anti-dilution adjustment of securities issued by MSMI that are held by such person that will be triggered as a result of the issuance of the Securities; (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which MSMI is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of MSMI may be conducted by MSMI after the Closing without adversely affecting MSMI; (i) Reimbursement of expenses as set forth in Section 12.9 hereof.

Other Agreements and Documents. MSMI or Guarantor, as applicable, shall have executed and delivered the following agreements and documents: : (a) The Warrants in the form of Exhibit A attached hereto; ; (c) An amendment to the Financing Statements on Form UCC-1 with respect to all personal property and assets of MSMI; (d) A Certificate of Good Standing from the state of incorporation of MSMI and Guarantor; ; (e) A certificate of MSMI’s CEO, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) other matters as the Fund shall reasonably request; ; (f) A written waiver, in form and substance satisfactory to the Fund, from each person other than the Fund who has any of the following rights: : (i) any currently effective right of first refusal to acquire the Securities; or or (ii) any right to an anti-dilution adjustment of securities issued by MSMI that are held by such person that will be triggered as a result of the issuance of the Securities; ; (g) All necessary consents or waivers, if any, from all parties to any other material agreements to which MSMI is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of MSMI may be conducted by MSMI after the Closing without adversely affecting MSMI; ; (i) Reimbursement of expenses as set forth in Section 12.9 hereof.. 5.5