Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 19 contracts
Sources: Series a Preferred Stock Purchase Agreement, Series F Preferred Stock Purchase Agreement (LendingClub Corp), Series E Preferred Stock Purchase Agreement (LendingClub Corp)
Compliance Certificate. The Company shall have delivered to Purchasers the ---------------------- Investor a Compliance Certificate, executed certificate dated as of the date of the Closing signed by the Chief Executive Officer or President of the Company, dated the Closing DateCompany certifying that, to the effect that his knowledge, the conditions specified set forth in subsections (a)Sections 5.1, (c)5.2, (d) 5.5, 5.6, and (f) of this Section 5.1 5.7 have been satisfied.
Appears in 7 contracts
Sources: Common Stock Purchase Agreement (P Com Inc), Common Stock Purchase Agreement (P Com Inc), Common Stock Purchase Agreement (P Com Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Investors a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, Date to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 have been satisfied.
Appears in 6 contracts
Sources: Subscription Agreement (Esports Technologies, Inc.), Common Stock Purchase Agreement (N-Able, Inc.), Common Stock Purchase Agreement (Cyclerion Therapeutics, Inc.)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (cb), (dc) and (fe) of this Section 5.1 have been satisfied.
Appears in 5 contracts
Sources: Series D 4 Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc), Series D 3 Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 2 Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificatecertificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 5 contracts
Sources: Investment and Voting Agreement (Asi Group LLC), Investment Agreement (Saint Andrews Golf Corp), Investment and Voting Agreement (Las Vegas Discount Golf & Tennis Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Holders a Compliance Certificate, executed by the President an executive officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections subsection (a), (c), (db) and (fc) of this Section 5.1 have been satisfied.
Appears in 5 contracts
Sources: Exchange Agreement (Nektar Therapeutics), Exchange Agreement (Nektar Therapeutics), Exchange Agreement (Nektar Therapeutics)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) and (fd) of this Section 5.1 have been satisfied5.1.
Appears in 4 contracts
Sources: Unit Purchase Agreement (Aureal Semiconductor Inc), Unit Purchase Agreement (Oaktree Capital Management LLC /Adv), Convertible Preferred Stock Purchase Agreement (Oaktree Capital Management LLC /Adv)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 4 contracts
Sources: Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Telecom Communications Inc), Series a Preferred Stock Purchase Agreement (Gene Logic Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, certificate of the Company executed by the President of the Company, dated as of the Closing DateClosing, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (dSections 5.1(a) and (f5.1(b) of this Section 5.1 have been satisfied.Agreement;
Appears in 4 contracts
Sources: Securities Purchase Agreement (MCF Corp), Securities Purchase Agreement (Pico Holdings Inc /New), Securities Purchase Agreement (Pico Holdings Inc /New)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President an officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fe) of this Section 5.1 have been satisfied.
Appears in 4 contracts
Sources: Series C Preferred Stock Purchase Agreement (Genomica Corp /De/), Series B Preferred Stock Purchase Agreement (Genomica Corp /De/), Series B Preferred Stock Purchase Agreement (Genomica Corp /De/)
Compliance Certificate. The Company shall have delivered to Purchasers THE Purchaser a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (cb), (d), (e) and (fg) of this Section 5.1 have been satisfied.
Appears in 4 contracts
Sources: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate of the Company, executed by the President of the Company, dated the Series B Closing Date, and certifying, among other things, to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 6.1 and (f) 6.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Avanex Corp), Stock Purchase Agreement (Avanex Corp), Stock Purchase Agreement (Avanex Corp)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (cb), (dc) and (fe) of this Section 5.1 have been satisfied.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Portola Pharmaceuticals Inc), Asset Purchase Agreement (Portola Pharmaceuticals Inc), Series B Preferred Stock Purchase Agreement (Mercata Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificatecertificate, executed by the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 4 contracts
Sources: Series B Preferred Stock Purchase Agreement (Art Technology Group Inc), Series a Convertible Preferred Stock Purchase Agreement (Southeast Interactive Technology Fund I LLC), Series a Preferred Stock Purchase Agreement (Zhone Technologies Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, certificate executed by the President of the Company, dated the Series A Closing Date, and certifying to the effect that fulfillment of the conditions specified in subsections (a)Sections 5.1, (c)5.2, (d) and (f) 5.9 of this Section 5.1 have been satisfiedAgreement, and that he has made, or caused to be made, such investigations as he deemed necessary in order to permit him to verify the accuracy of the information set forth in such certificate.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Avanex Corp), Stock Purchase Agreement (Avanex Corp), Stock Purchase Agreement (Avanex Corp)
Compliance Certificate. The Company shall will have delivered to Purchasers the Purchaser a Compliance Certificate, executed Certificate dated as of the Closing signed by the President of the Company, dated the Closing Date, to the effect Company certifying that the conditions specified set forth in subsections (a), (c), (dSection 5(b) and (fc) of this Section 5.1 have been satisfiedfulfilled.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Raining Data Corp), Common Stock Purchase Agreement (Raining Data Corp), Common Stock Purchase Agreement (Raining Data Corp)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Datedate of the Closing, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 4 contracts
Sources: Preferred Stock Purchase Agreement (Connetics Corp), Series C Preferred Stock Purchase Agreement (Requisite Technology Inc /Co), Series E Preferred Stock Purchase Agreement (Requisite Technology Inc /Co)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificate, executed by the President Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, Date to the effect that the conditions specified in subsections (a), (b), (c), (d), (e), (f)(i), (g)(i), (h), (j), (k), (l), (m), (n) and (fp) of this Section 5.1 7.1 have been satisfied.
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Communication Intelligence Corp)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificate, executed by the President and Chief Financial Officer of the Company, dated as of the Closing Date, Date to the effect that the conditions specified in subsections (a), (b), (c), (d), (e)(i), (f)(i), (g), (h), (i) and (fk) of this Section 5.1 7.1 have been satisfied.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Phoenix Venture Fund LLC), Securities Purchase Agreement (Phoenix Venture Fund LLC), Securities Purchase Agreement (Communication Intelligence Corp)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate, executed by the President of the Company, dated as of the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfiedsubsection 5.1.
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement (Internetconnect Inc), Series a Preferred Stock Purchase Agreement (Internetconnect Inc), Series D Preferred Stock Purchase Agreement (Internetconnect Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Investors a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a)4.1, (c)4.2, (d) 4.3 and (f) 4.5 of this Section 5.1 4 have been satisfied.
Appears in 3 contracts
Sources: Collaboration and License Agreement (Affymax Inc), Collaboration and License Agreement (Affymax Inc), Collaboration and License Agreement (Affymax Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated the Closing Datedate of the Closing, to the effect that the conditions specified in subsections subparagraphs (a), (c), ) through (d) and (f) of this Section 5.1 have been satisfied.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fe) of this Section 5.1 have been satisfied.
Appears in 3 contracts
Sources: Series D Preferred Stock Purchase Agreement (Jato Communications Corp), Series D Preferred Stock Purchase Agreement (Jato Communications Corp), Series D Preferred Stock Purchase Agreement (Jato Communications Corp)
Compliance Certificate. The Company shall have delivered to Purchasers Purchasers, a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, to the effect that the conditions conditions, specified in subsections (a)Sections 8.1, (c), (d) 8.3 and (f) of this Section 5.1 8.4 have been satisfied.
Appears in 3 contracts
Sources: Stock and Warrant Purchase Agreement (Onyx Pharmaceuticals Inc), Stock Purchase Agreement (Onyx Pharmaceuticals Inc), Stock and Warrant Purchase Agreement (Onyx Pharmaceuticals Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (b), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 3 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp), Series a Convertible Preferred Stock Purchase Agreement (La Rosa Holdings Corp.), Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and through (f) of this Section 5.1 6.1 have been satisfied.
Appears in 3 contracts
Sources: Series F Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc), Series G Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc), Purchase Agreement (Bioject Medical Technologies Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Investors a Compliance Certificatecertificate, executed by the President Chairman of the Board and Chief Executive Officer of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (cb), (dg) and (fh) of this Section 5.1 have been satisfied6.
Appears in 3 contracts
Sources: Purchase Agreement (Vanguard Airlines Inc \De\), Unit Purchase Agreement (Vanguard Airlines Inc \De\), Purchase Agreement (Vangard Acquisition Co)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate of the Company, executed by the President, or any Vice President of the Company, dated the Closing Date, and certifying, among other things, to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 3 contracts
Sources: Common Stock and Warrant Purchase Agreement (Oryx Technology Corp), Common Stock and Warrant Purchase Agreement (Oryx Technology Corp), Common Stock and Warrant Purchase Agreement (Oryx Technology Corp)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate of the Company, executed by the President of the Company, dated the each Series C Closing Date, and certifying, among other things, to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 7.1 and (f) 7.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Avanex Corp), Stock Purchase Agreement (Avanex Corp)
Compliance Certificate. The Company Each Purchaser shall have delivered to Purchasers the Company a Compliance Certificate, dated the applicable Closing Date, executed by the President a duly authorized officer of the Company, dated the Closing Datesuch Purchaser, to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 6.4 have been satisfied.
Appears in 2 contracts
Sources: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance ---------------------- Certificate, executed by the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (db) and (fc) of this Section 5.1 have been satisfiedsection 5.1.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Esps Inc), Series a Preferred Stock Purchase Agreement (Esps Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Datedate of such Closing, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 Sections 7.1 have been satisfied.
Appears in 2 contracts
Sources: Convertible Note and Warrant Purchase Agreement (Hyperion Therapeutics Inc), Convertible Note and Warrant Purchase Agreement (Hyperion Therapeutics Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate, executed by the President its President, dated as of the Company, dated the First Closing Date, to certifying the effect that fulfillment of the conditions specified in subsections (a), (c), (da)(i) and (fii) of this Section 5.1 have been satisfied2.3.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Satcon Technology Corp), Note Purchase Agreement (Satcon Technology Corp)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchasers a Compliance Certificatecertificate of the Company in the form of Exhibit N attached hereto, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) and (f) Sections 5.1 to 5.10 of this Section 5.1 have been satisfiedAgreement.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Internet Capital Group Inc), Series a Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections subparagraphs (a), (c), (d) and through (f) of this Section 5.1 6.1 have been satisfied.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Cerus Corp), Series B Preferred Stock Purchase Agreement (Cerus Corp)
Compliance Certificate. The Company shall have delivered to Purchasers the Investors a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Purchase Agreement (Gp Strategies Corp), Purchase Agreement (Gp Strategies Corp)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Datedate of the Initial Closing, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 6.1 have been satisfied.
Appears in 2 contracts
Sources: Convertible Note and Warrant Purchase Agreement (Hyperion Therapeutics Inc), Convertible Note and Warrant Purchase Agreement (Hyperion Therapeutics Inc)
Compliance Certificate. The Company shall have delivered to Purchasers each Purchaser a Compliance Certificatecertificate, executed by the President of the Company, dated as of the Closing Date, to certifying the effect that fulfillment of the conditions specified in subsections (a), (c), (da)(i) and (fii) of this Section 5.1 have been satisfied2.3.
Appears in 2 contracts
Sources: Stock and Note Purchase Agreement (Converse Inc), Stock and Note Purchase Agreement (Converse Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the First Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 Sections 7.1.1 through 7.1.7 have been satisfied.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cornerstone Iv LLC), Securities Purchase Agreement (Novatel Wireless Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Lender a Compliance Certificate, executed by the President certificate of the Company's President, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) and (fg) of this Section 5.1 have been satisfied4.1.
Appears in 2 contracts
Sources: Loan and Investment Agreement (Healthcomp Evaluation Services Corp), Loan and Investment Agreement (Diligenti LTD)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 4.1 have been satisfied.
Appears in 2 contracts
Sources: Common Share Put Agreement (Xenon Pharmaceuticals Inc.), Common Share Put Agreement (Xenon Pharmaceuticals Inc.)
Compliance Certificate. The Company shall have delivered to Purchasers each Purchaser a Compliance Certificate, executed by the President of the Company, dated the First Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 6.1 have been satisfied.
Appears in 2 contracts
Sources: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc)
Compliance Certificate. The Company At the Closing there shall have been ---------------------- delivered to each of the Purchasers a Compliance Certificate, executed by the President of the Companycertificate, dated the Closing Date, to signed by the effect Company's President certifying that the conditions specified in subsections Sections 6.1(a), (ab), (c), (d) and (fg) of this Section 5.1 have been satisfiedfulfilled.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Pericom Semiconductor Corp), Preferred Stock Purchase Agreement (Pericom Semiconductor Corp)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Datedate of the Closing, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 6.1 have been satisfied.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Landa Management Systems Corp), Series D Preferred Stock Purchase Agreement (Landacorp Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate, executed by the President chief executive officer of the Company, dated the Closing Datedate of the Closing, certifying to the effect that fulfillment of the conditions specified in subsections (aparagraphs 2C(i), (cii), (div) and (f) of this Section 5.1 have been satisfiedv).
Appears in 2 contracts
Sources: Series C Convertible Non Voting Preferred Stock Purchase Agreement (Deja Com Inc), Series D Convertible Non Voting Preferred Stock Purchase Agreement (Deja Com Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificate, executed by the Senior Vice President and CFO of the Company, dated the Closing Date, Date to the effect that the conditions specified in subsections (a), (c), (d) and (fc) (as it pertains to the Company) of this Section 5.1 8.1 have been satisfied.
Appears in 2 contracts
Sources: Stock Purchase Agreement (CastlePoint Holdings, Ltd.), Stock Purchase Agreement (Tower Group, Inc.)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificate, executed by the President and Chief Executive Officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), ) through (c), (d) and (fe) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Air South Airlines Inc), Series C Preferred Stock Purchase Agreement (Air South Airlines Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, Date to the effect that the conditions specified in subsections (a), (cb), (c)(i), (d) ), (e)(i), (f), (h), and (fm) of this Section 5.1 6.1 have been satisfied.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Prides Capital Partners, LLC), Series C Preferred Stock Purchase Agreement (Princeton Review Inc)
Compliance Certificate. The Company shall have delivered to Purchasers each ---------------------- Purchaser a Compliance Certificate, executed by certificate of the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 2 contracts
Sources: Convertible Preferred Stock Purchase Agreement (Applied Micro Circuits Corp), Convertible Preferred Stock Purchase Agreement (Applied Micro Circuits Corp)
Compliance Certificate. The Company shall have delivered to Purchasers the ---------------------- Purchaser a Compliance Certificatecertificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying as to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 2 contracts
Sources: Subordinated Convertible Note Purchase Agreement (Odetics Inc), Subordinated Convertible Note Purchase Agreement (Iteris Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the Third Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 Sections 9.1.1 through 9.1.7 have been satisfied.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cornerstone Iv LLC), Securities Purchase Agreement (Novatel Wireless Inc)
Compliance Certificate. The Company There shall have been delivered to Purchasers the Purchaser a Compliance Certificatecertificate dated as of the date of such Closing, executed signed by the President an executive officer of the Company, dated the Closing Date, to the effect certifying that the conditions specified in subsections (aSections 6.02(a)(i), (cii), (diii), (iv), (v) and (fvii) of this Section 5.1 have been satisfiedfulfilled.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Reuters Group PLC), Securities Purchase Agreement (Savvis Communications Corp)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Datedate of the First Closing, to the effect that the conditions specified in subsections (a), (cb), (d), (e) and (fg) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Purchase Agreement (Improvenet Inc), Second Series E Preferred Stock and Warrant Purchase Agreement (Improvenet Inc)
Compliance Certificate. The Company shall have delivered ---------------------- to Purchasers Purchaser or its counsel a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 Sections 8.1.1 through 8.1.7 have been satisfied.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Go2net Inc), Stock Purchase Agreement (Vulcan Ventures Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Datedate of such Closing, to the effect that the conditions specified in subsections subsection (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (Gen Probe Inc), Series F Preferred Stock Purchase Agreement (Gen Probe Inc)
Compliance Certificate. The Company There shall have been delivered to Purchasers the Purchaser a Compliance Certificatecertificate dated as of the Initial Closing, executed signed by the President an executive officer of the Company, dated the Closing Date, to the effect certifying that the conditions specified in subsections (aSections 6.01(a)(i), (cii), (diii), (iv), (v), (viii) and (fix) of this Section 5.1 have been satisfiedfulfilled.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Reuters Group PLC), Securities Purchase Agreement (Savvis Communications Corp)
Compliance Certificate. The Company shall have delivered to Additional Purchasers a Compliance Certificate, executed by the President of the Company, dated the Additional Closing Date, to the effect that the conditions specified in subsections (a), (c), (d), (e) and (f) of this Section 5.1 5.2 have been satisfied.
Appears in 2 contracts
Sources: Investor Rights Agreement (Aldagen Inc), Investor Rights Agreement (Aldagen Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate, executed by the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 2 contracts
Sources: Exchange Agreement (Zhone Technologies Inc), Series F Preferred Stock and Warrant Purchase Agreement (Phoenix Network Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President CEO of the Company, dated the as of such Closing Date, to the effect that the conditions specified in subsections (a), (c), (db) and (fg) of this Section 5.1 6.1 have been satisfied.
Appears in 2 contracts
Sources: Definitive Stock Purchase Agreement (Children's Internet Holding Company, LLC), Stock Purchase Agreement (Childrens Internet Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing DateInitial Closing, to the effect that the conditions specified in subsections (a), (cb), (dc) and (fe) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series B Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Ask Jeeves Inc), Series a Preferred Stock Purchase Agreement (Ask Jeeves Inc)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchasers a Compliance Certificate, certificate executed by the President of the Company, dated the Closing Date, and certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied5, and that he has made, or caused to be made, such investigations as he deemed necessary in order to permit him to verify the accuracy of the information set forth in such certificate.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (MMC Networks Inc), Series a Preferred Stock Purchase Agreement (MMC Networks Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser or its counsel a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 Sections 8.1.1 through 8.1.7 have been satisfied.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Go2net Inc), Stock Purchase Agreement (Go2net Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d), (e), (f), (j) and (fm) of this Section 5.1 6.1 have been satisfied.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Netlibrary Inc), Series C Preferred Stock Purchase Agreement (Netlibrary Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificate, executed by the President of the Company, dated the Closing Datedate of such Closing, to the effect that the conditions specified in subsections (a), (c), (d) and (fd) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Investment Agreement (America Online Inc), Investment Agreement (Tivo Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the ---------------------- Purchaser a Compliance Certificatecertificate, executed by the President of the Company, dated as of the applicable Closing Date, and certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (dSections 4(a) and (f4(b) of this Section 5.1 have been satisfiedabove.
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc), Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fe) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Jato Communications Corp), Series C Preferred Stock Purchase Agreement (Jato Communications Corp)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by certificate of the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement and such other matters as the Purchasers may reasonably request.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc), Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)
Compliance Certificate. The Company shall have delivered to Purchasers each Purchaser a Compliance Certificate, executed by the President of the Company, dated the Supplemental Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 6.2 have been satisfied.
Appears in 2 contracts
Sources: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc)
Compliance Certificate. The Company Corporation shall have delivered to Purchasers the ---------------------- Purchaser a Compliance Certificatecertificate, executed by the President of the CompanyCorporation, dated as of the Closing Date, and certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) of this Section 5.1 have been satisfied5.2 above.
Appears in 2 contracts
Sources: Subscription Agreement (Biomarin Pharmaceutical Inc), Subscription Agreement (Biomarin Pharmaceutical Inc)
Compliance Certificate. The Company shall have delivered to Purchasers each Purchaser a Compliance Certificate, executed by the President of the Company, Company dated the Initial Closing Date, to the effect that the conditions specified in subsections (a), (c), (db) and (fc) of this Section 5.1 have been satisfiedsatisfied and that there has been no material adverse change in the business, operations, properties or assets of the Company since the Statement Date.
Appears in 2 contracts
Sources: Collaborative Research Agreement (Codexis Inc), Collaborative Research Agreement (Codexis Inc)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchasers a Compliance Certificatecertificate, executed by the President and Chief Executive Officer of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a)Sections 5.1, (c), (d) 5.2 and (f) 5.3 of this Section 5.1 have been satisfiedAgreement.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Netrix Corp), Common Stock Purchase Agreement (Netrix Corp)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the CEO/President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), and (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.), Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the First Closing Date, to the effect that the conditions specified in subsections (a), (cb), (dc) and (fe) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Series D Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Subscriber a Compliance Certificatecompliance certificate, executed by the President of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (db) and (fg) of this Section 5.1 have been satisfied.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance ---------------------- Certificate, executed by the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections Subsections (a), (c), (db) and (fc) of this Section 5.1 have been satisfiedsection 5. 1.
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (Comps Com Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President of the Company, dated the applicable Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 5 have been satisfied.
Appears in 1 contract
Sources: Series a Preference Shares Purchase Agreement (Sagent Holding Co.)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (cb), (dc) and (fd) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Elitra Pharmaceuticals Inc)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchasers a Compliance Certificate, certificate of the Company executed by the President of the Company, dated as of the date of the Closing Date, and certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Petsmart Com Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate, executed signed by the President or a Vice President of the Company, dated the Closing Date, to the effect that the conditions specified set forth in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to Purchasers the Purchasers, a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, to the effect that the conditions conditions, specified in subsections (a)Sections 8.1, (c), (d) 8.3 and (f) of this Section 5.1 8.4 have been satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificatecertificate, executed by the Chairman or the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) 5.1 and (f) of 5.2 this Section 5.1 have been satisfiedAgreement.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the as of each Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Netlibrary Inc)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President an officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fe) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Genomica Corp /De/)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, certificate executed by the President of the Company, dated the Closing Date, Date and certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) Sections 5.1 and (f) 5.2 of this Section 5.1 have been satisfiedAgreement.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Argonaut Technologies Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the Chief Executive Officer or President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) 6.1- 6.6 of this Section 5.1 6 have been satisfied.
Appears in 1 contract
Sources: Series Seed Convertible Preferred Stock Purchase Agreement (Digital Turbine, Inc.)
Compliance Certificate. The Company shall have delivered to Purchasers ---------------------- a Compliance Certificate, executed by the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (cb), (d) (e), (f) and (fg) of this Section 5.1 have been satisfied9.1.
Appears in 1 contract
Sources: Stock Purchase Agreement (Geocities)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d), (e), (f) and (fj) of this Section 5.1 6.1 have been satisfied.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Netlibrary Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (cb), (dc) and (fe) of this Section 5.1 have been satisfied, and stating that there shall have been no Material Adverse Effect since the Statement Date.
Appears in 1 contract
Sources: Series E Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Datedate of Closing, to the effect that the conditions specified in subsections (a), (c), (d) Sections 4.2 and (f) of this Section 5.1 4.8 have been satisfied.
Appears in 1 contract
Sources: Series E Preferred Stock and Warrant Purchase Agreement (Micrus Corp)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Note Purchase Agreement (Peninsula Pharmaceuticals Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Purchaser a Compliance Certificatecertificate, executed on behalf of the Company by the President of the Company, dated the respective Closing Datedate, and certifying to the effect that fulfillment of the conditions specified in subsections (aSection 4.1(a), (c), (dSection 4.1(b) and (f) of this Section 5.1 have been satisfied4.1(c). .
Appears in 1 contract
Sources: Securities Purchase Agreement (American Interactive Media Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President or Chief Financial Officer of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fe) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Series B Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/)
Compliance Certificate. The Company shall have delivered to Purchasers Purchaser a Compliance Certificate, executed by the President Chairman of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 6.1 have been satisfied.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Advanced Machine Vision Corp)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchasers a Compliance Certificate, certificate executed by the President of the Company, dated the Closing Date, Date and certifying to the effect that fulfillment of the conditions specified in subsections (a)Sections 5.1, (c)5.2, (d) 5.4, 5.9, 5.11 and (f) 5.12 of this Section 5.1 have been satisfiedAgreement.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Cornerstone Brands Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, Company and dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 have been satisfied5.1.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Egroups Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the ---------------------- Purchaser a Compliance Certificatecertificate, executed by the President of the Company, dated the Closing Date, certifying to the effect that fulfillment of the conditions specified in subsections Subsections (a), (cb), (d) and (fe) of this Section 5.1 have been satisfiedof this Agreement.
Appears in 1 contract
Sources: Series B Non Voting Common Stock Purchase Agreement (Entrust Technologies Inc)
Compliance Certificate. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President an authorized representative of the Company, dated the Closing Datedate of the Closing, to the effect that the conditions specified in subsections (a), (b), (c), (d), (e) (except for the filing required by such subsection, which the Company shall effect promptly after the Closing), (g), (o), (p) and (fq) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Convertible Preference Shares and Warrant Purchase Agreement (Opentv Corp)
Compliance Certificate. The Company shall have delivered to the Purchasers a Compliance Certificatecertificate, executed by the President of the Company, dated the Closing Datedate of such Closing, certifying to the effect that fulfillment of the conditions specified in subsections (a)paragraphs 5A, (c)5B, (d) 5D and (f) of this Section 5.1 have been satisfied.5F through 5H.
Appears in 1 contract
Sources: Series B Preferred Stock and Warrant Purchase Agreement (Monitronics International Inc)
Compliance Certificate. The Company shall have delivered to Purchasers the Investors a Compliance Certificate, executed by the President of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (a), (c), (d) and (fb) of this Section 5.1 have been satisfied.
Appears in 1 contract
Sources: Series a 1 Preferred Stock Purchase Agreement (Winmark Corp)