Closing Items. 3.1 At the Closing, the Company shall deliver, or cause to be delivered, the following items: 3.1.1 the Amended Articles as file stamped by the Ohio Secretary of State; 3.1.2 the Amended and Restated Code of Regulations (as amended by agreed amendments) in the form attached hereto as EXHIBIT C ("Restated Regulations"), certified as to their current form by the Secretary of the Company; 3.1.3 the Amended and Restated Registration Rights Agreement duly executed by the Company; 3.1.4 the Fourth Amended and Restated Shareholders Agreement among the Company, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as trustee and grantor of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust, in the form attached hereto as EXHIBIT D duly executed by each of such parties (the "Shareholders Agreement"); 3.1.5 the opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the Company, in the form attached hereto as EXHIBIT E 3.1.6 resolutions of the Board of Directors and shareholders of the Company authorizing the execution, delivery and consummation of this Agreement, the filing of the Amended Articles, the issuance of the shares of Series B Preferred Stock, the adoption of the agreed amendments to the Restated Regulations, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of the Company; and 3.1.7 the completed United States Small Business Administration ("SBA") Parts A and B of Form 1031. 3.1.8 a certificate in each Investor's name representing the portion of the 2,979 shares of Series B Preferred Stock that such Investor is purchasing; and 3.1.9 a certificate, in form reasonably acceptable to the Investors and dated as of the Closing Date, from the Company, duly executed by the President of the Company and by ▇▇▇▇▇, individually, as follows: (i) except for changes expressly contemplated by the terms of this Agreement or approved by the Investors, the representations and warranties of the Company and ▇▇▇▇▇ contained in this Agreement are true and complete in all material respects on and as of the Closing Date as if made on and as of that date; and (ii) the Company and ▇▇▇▇▇ have complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by them on or prior to the Closing Date. 3.2 At the Closing, the Investors shall deliver, or cause to be delivered: 3.2.1 immediately available funds equal to the aggregate purchase price of $3,000,121; and 3.2.2 the Amended and Restated Registration Rights Agreement, duly executed by the Investors; and 3.2.3 a certificate, in form reasonably acceptable to the Company and dated as of the Closing Date, from each Investor, duly executed by its General Partner or Manager as appropriate, as follows: (i) except for changes expressly contemplated by the terms of this Agreement or approved by the Company, the representations and warranties of the Investor contained in this Agreement are true and complete in all material respects on and as of the Closing Date as if made on and as of that date; and (ii) the Investor has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by it on or prior to the Closing Date.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Mindleaders Com Inc), Series B Convertible Preferred Stock Purchase Agreement (Dpec Inc)
Closing Items. 3.1 At the Closing, the Company shall deliver, or cause to be delivered, the following items:
3.1.1 the Amended Articles as file stamped : [a] The Certificate of Amendment, certified by the Ohio Delaware Secretary of State;
3.1.2 ; [b] the Amended and Restated Code Bylaws of Regulations (as amended by agreed amendments) in the form attached hereto as EXHIBIT C Company ("Restated RegulationsBylaws"), certified as to their current form due adoption and continued validity by the Secretary of the Company;
3.1.3 the Amended and Restated Registration Rights Agreement duly executed by the Company;
3.1.4 the Fourth Amended and Restated Shareholders Agreement among the Company, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as trustee and grantor of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust, in the form attached hereto as EXHIBIT D duly executed by each of such parties (the "Shareholders Agreement");
3.1.5 the opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the Company, in the form attached hereto as EXHIBIT E
3.1.6 ; [c] resolutions of the Board of Directors and shareholders of the Company authorizing the execution, delivery and consummation of this Agreement, the filing of the Amended Articles, the issuance of the shares of Series B Preferred Stock, the adoption of the agreed amendments to the Restated Regulations, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of the Company; and
3.1.7 [d] resolutions of the completed United States Small Business Administration shareholders of Company authorizing the Certificate of Amendment, certified as to their due adoption and continued validity by the Secretary of Company; [e] a waiver by Company=s common shareholders of the subscription rights provided in the Shareholders Agreement dated as of April 3, 1998 among Company and its shareholders, in form and substance satisfactory to Investor; [f] the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit B (the "SBARegistration Rights Agreement") Parts A ); [g] the Amended and B of Form 1031.
3.1.8 a certificate Restated Shareholders Agreement in each Investor's name the form attached hereto as Exhibit C (the "Shareholders Agreement"); and [h] certificates representing the portion of the 2,979 shares of Series B Preferred Stock that such Investor is purchasing; and
3.1.9 a certificate, in form reasonably acceptable to the Investors and dated as purchasing against payment of the Closing Date, from the Company, duly executed by the President of the Company and by ▇▇▇▇▇, individually, as follows:
(i) except for changes expressly contemplated by the terms of this Agreement or approved by the Investors, the representations and warranties of the Company and ▇▇▇▇▇ contained purchase price therefor in this Agreement are true and complete in all material respects on and as of the Closing Date as if made on and as of that date; and (ii) the Company and ▇▇▇▇▇ have complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by them on or prior to the Closing Dateimmediately available funds.
3.2 At the Closing, the Investors Investor shall deliver, or cause to be delivered:
3.2.1 , to Company, One Million Five Hundred Thousand Dollars ($1,500,000) in immediately available funds equal to funds, and shall execute and deliver the aggregate purchase price of $3,000,121; and
3.2.2 the Amended and Restated Registration Rights Agreement and the Shareholders Agreement, duly executed by the Investors; and
3.2.3 a certificate, in form reasonably acceptable to the Company and dated as of the Closing Date, from each Investor, duly executed by its General Partner or Manager as appropriate, as follows:
(i) except for changes expressly contemplated by the terms of this Agreement or approved by the Company, the representations and warranties of the Investor contained in this Agreement are true and complete in all material respects on and as of the Closing Date as if made on and as of that date; and (ii) the Investor has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by it on or prior to the Closing Date.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (High Speed Access Corp), Series B Convertible Preferred Stock Purchase Agreement (High Speed Access Corp)
Closing Items. 3.1 At the First Closing, the Company shall deliver, or cause to be delivered, the following items:
3.1.1 the Amended Articles as file stamped by the Ohio Secretary of State;
3.1.2 the Amended and Restated Code of Regulations (as amended by agreed amendments) in the form attached hereto as EXHIBIT C ("Restated Regulations"), certified as to their current form adoption by the Secretary of the Company;
3.1.3 the Amended Employment Agreement between the Company and Restated ▇▇▇▇▇ in the form attached hereto as EXHIBIT D, duly executed by the Company and ▇▇▇▇▇;
3.1.4 the Registration Rights Agreement duly executed by the Company;
3.1.4 3.1.5 the Fourth Third Amended and Restated Shareholders Agreement among between the Company, ▇▇▇▇▇, ▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as trustee and grantor of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust, in the form attached hereto as EXHIBIT D E duly executed by each of such parties the Company, ▇▇▇▇▇ and Papalios (the "Shareholders Agreement");
3.1.5 3.1.6 the opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the Company, in the form attached hereto as EXHIBIT EF;
3.1.6 3.1.7 resolutions of the Board of Directors and shareholders of the Company authorizing the execution, delivery and consummation of this Agreement, the filing of the Amended Articles, the issuance of the shares of Series B Senior Preferred Stock, the adoption of the agreed amendments to the Restated Regulations, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of the Company; and
3.1.7 3.1.8 the completed United States Small Business Administration ("SBA") Form 480, Form 652 and Parts A and B of Form 1031.
3.1.8 3.2 At the First Closing, the Investor shall deliver, or cause to be delivered, the Registration Rights Agreement, duly executed by the Investor.
3.3 On the Funding Date, the Company shall deliver, or cause to be delivered, the following items:
3.3.1 a certificate in each the Investor's name representing the portion of the 2,979 5,123 shares of Series B Senior Preferred Stock that such Investor is purchasing; and
3.1.9 3.3.2 a certificate, in form reasonably acceptable to the Investors Investor and dated as of the Closing Funding Date, from the Company, duly executed by the President of the Company and by ▇▇▇▇▇, individually, as follows:
follows (but, in the case of ▇▇▇▇▇, each of the following shall be subject to her reasonable knowledge): (i) except for changes expressly contemplated by the terms of this Agreement or approved by the InvestorsInvestor, the representations and warranties of the Company and ▇▇▇▇▇ contained in this Agreement are true and complete in all material respects on and as of the Closing Funding Date as if made on and as of that date; and (ii) the Company and ▇▇▇▇▇ have complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by them on or prior to the Closing Funding Date.
3.2 At 3.4 On the ClosingFunding Date, the Investors Investor shall deliver, or cause to be delivered, the following items:
3.2.1 3.4.1 immediately available funds equal to the aggregate purchase price of $3,000,1212,000,000; and
3.2.2 the Amended and Restated Registration Rights Agreement, duly executed by the Investors; and
3.2.3 3.4.2 a certificate, in form reasonably acceptable to the Company and dated as of the Closing Funding Date, from each the Investor, duly executed by its the General Partner or Manager as appropriateof the Investor, as follows:
(i) except for changes expressly contemplated by the terms of this Agreement or approved by the Company, the representations and warranties of the Investor contained in this Agreement are true and complete in all material respects on and as of the Closing Funding Date as if made on and as of that date; and (ii) the Investor has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by it on or prior to the Closing Funding Date.
3.5 At each Subsequent Closing, if any, the Company shall deliver, or cause to be delivered, the following items:
3.5.1 certificates representing the number of shares of Senior Preferred Stock that the Investor is purchasing as specified in the notice delivered pursuant to Section 1.3.1 hereof;
3.5.2 a certificate, in form reasonably acceptable to the Investor and dated as of the Subsequent Closing, from the Company, duly executed by the President of the Company and by ▇▇▇▇▇, individually, as follows (but, in the case of ▇▇▇▇▇, each of the following shall be subject to her reasonable knowledge): (i) except for changes expressly contemplated by the terms of this Agreement or approved by the Investor, the representations and warranties of the Company and ▇▇▇▇▇ contained in this Agreement are true and complete in all material respects on and as of the Subsequent Closing as if made on and as of that date; and (ii) the Company and ▇▇▇▇▇ have complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by them on or prior to the Subsequent Closing; and
3.5.3 a certificate, in form acceptable to the Investor, regarding the Company's satisfaction of at least 85% of each of its applicable projected sales and EBIT aggregate targets for, in the case of a Subsequent Closing occurring on or after August 1, 1999, the preceding trailing 12 month period or, in the case of a Subsequent Closing occurring prior to August 1, 1999, the period of time commencing on August 1, 1998, as set forth on SCHEDULE 1.3.2.
3.6 At each Subsequent Closing, if any, the Investor shall deliver, or cause to be delivered, the following items:
3.6.1 payment of the purchase price in immediately available funds for the shares of Senior Preferred Stock that the Investor is purchasing; and
3.6.2 a certificate, in form reasonably acceptable to the Company and dated as of the Subsequent Closing, from the Investor, duly executed by the General Partner of the Investor, as follows:
(i) except for changes expressly contemplated by the terms of this Agreement or approved by the Company, the representations and warranties of the Investor contained in this Agreement are true and complete in all material respects on and as of the Subsequent Closing as if made on and as of that date; and (ii) the Investor has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by it on or prior to the Subsequent Closing.
Appears in 1 contract
Sources: Senior Convertible Preferred Stock Purchase Agreement (Dpec Inc)
Closing Items. 3.1 At the Closing, the Company shall deliver, or cause to be delivered, to River Cities the following items:
3.1.1 the Amended Articles as file stamped by the Ohio Secretary of State;
3.1.2 the Amended and Restated Code of Regulations (as amended by agreed amendments) in the form attached hereto as EXHIBIT C ("Restated Regulations"), certified as to their current form by the Secretary of the Company;
3.1.3 the Second Amended and Restated Registration Rights Agreement duly executed by the Company;
3.1.4 the Fourth Fifth Amended and Restated Shareholders Agreement among the Company, ▇▇▇▇▇, a trust created by ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as trustee and grantor of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trusta trust created by Papalios, in the form attached hereto as EXHIBIT D duly executed by each of such parties (the "Shareholders Agreement");
3.1.5 the opinion of Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the Company, in the form attached hereto as EXHIBIT E;
3.1.6 resolutions of the Board of Directors and shareholders of the Company authorizing the execution, delivery and consummation of this Agreement, the filing of the Amended Articles, the issuance of the shares of Series B C Preferred StockStock and the Warrant, the adoption of the agreed amendments to the Restated Regulations, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of the Company; and;
3.1.7 the completed United States Small Business Administration ("SBA") Parts A and B of Form 1031.; and
3.1.8 the Warrant issued in River Cities' name in the form attached hereto as EXHIBIT F and a share certificate in each Investor's River Cities' name representing the portion of the 2,979 shares of Series B C Preferred Stock that such Investor is purchasing; and
3.1.9 a certificate, in form reasonably acceptable to the Investors and dated as of the Closing Date, from the Company, duly executed by the President of the Company and by ▇▇▇▇▇, individually, as follows:
(i) except for changes expressly contemplated by the terms of this Agreement or approved by the Investors, the representations and warranties of the Company and ▇▇▇▇▇ contained in this Agreement are true and complete in all material respects on and as of the Closing Date as if made on and as of that date; and (ii) the Company and ▇▇▇▇▇ have complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by them on or prior to the Closing DateStock.
3.2 At the Closing, the Investors River Cities shall deliver, or cause to be delivered:
3.2.1 , to the Company $1,500,000 in immediately available funds equal funds.
3.3 At the Closing, the Investors shall deliver to the aggregate purchase price of $3,000,121; and
3.2.2 Company the Second Amended and Restated Registration Rights Agreement, duly executed by the Investors; and
3.2.3 a certificate, in form reasonably acceptable to the Company and dated as of the Closing Date, from each Investor, duly executed by its General Partner or Manager as appropriate, as follows:
(i) except for changes expressly contemplated by the terms of this Agreement or approved by the Company, the representations and warranties of the Investor contained in this Agreement are true and complete in all material respects on and as of the Closing Date as if made on and as of that date; and (ii) the Investor has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by it on or prior to the Closing Date.
Appears in 1 contract
Sources: Series C Convertible Preferred Stock Purchase Agreement (Mindleaders Com Inc)