Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 5 contracts
Samples: Investment and Voting Agreement (Las Vegas Discount Golf & Tennis Inc), Master Agreement (Sonoma Systems), Investment Agreement (Asi Group LLC)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President of the Company's President, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 6.1 and 5.2 6.2 of this AgreementAgreement and other matters as the Purchaser shall reasonably request.
Appears in 5 contracts
Samples: Debenture Purchase Agreement (Halsey Drug Co Inc/New), Debenture Purchase Agreement (Galen Partners Iii L P), Debenture and Share Purchase Agreement (Halsey Drug Co Inc/New)
Compliance Certificate. The Company shall will have delivered to the Purchaser a certificate Certificate dated as of the Company, executed Closing signed by the President of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of Company certifying that the conditions specified set forth in Sections 5.1 Section 5(b) and 5.2 of this Agreement(c) have been fulfilled.
Appears in 4 contracts
Samples: Raining Data Corp, Raining Data Corp, Raining Data Corp
Compliance Certificate. The Company shall have executed and delivered to the Purchaser Purchasers a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementAgreement and such other matters as the Purchasers may reasonably request.
Appears in 4 contracts
Samples: Series C Preferred Stock Purchase Agreement (Cellomics Inc), Preferred Stock and Warrant Purchase Agreement (Cellomics Inc), Preferred Stock and Warrant Purchase Agreement (Telantis Venture Partners v Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Art Technology Group Inc), Stock Purchase Agreement (Peritus Software Services Inc), Convertible Preferred Stock Purchase Agreement (Southeast Interactive Technology Fund I LLC)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President of the Company, dated the Series A Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1, 5.2, and 5.2 5.9 of this Agreement, 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
Samples: Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Investors a certificate of the Companycertificate, executed by the President Chairman of the Board and Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 subsection (a) of this AgreementSection 6.
Appears in 4 contracts
Samples: Unit Purchase Agreement (Silicon Valley Research Inc), Stock Purchase Agreement (Silicon Valley Research Inc), Stock Purchase Agreement (Silicon Valley Research Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President of the Company, dated the Series B Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 6.1 and 5.2 6.2 of this Agreement.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, Company executed by the President of the Company, dated as of the Closing DateClosing, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1(a) and 5.2 5.1(b) of this Agreement.;
Appears in 4 contracts
Samples: Securities Purchase Agreement (Pico Holdings Inc /New), Securities Purchase Agreement (MCF Corp), Securities Purchase Agreement (Pico Holdings Inc /New)
Compliance Certificate. The Company shall have delivered to the Purchaser you a certificate of the Company, executed by the President of the Company, dated the Closing Datedate of the Closing, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementAgreement and other matters you reasonably request.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Century Electronics Manufacturing Inc), Preferred Stock Purchase Agreement (Century Electronics Manufacturing Inc), Preferred Stock Purchase Agreement (Century Electronics Manufacturing Inc)
Compliance Certificate. The Company and Subsidiary shall have executed and delivered to the Purchaser Purchasers a certificate of the Company, executed by the President or Executive Vice President of the CompanyCompany and Subsidiary, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementAgreement and such other matters as the Purchasers may reasonably request.
Appears in 3 contracts
Samples: Series B Preferred Stock and Warrant Purchase Agreement (Softlock Com Inc), Schedules and Exhibits (Softlock Com Inc), Series a Preferred Stock Purchase Agreement (Softlock Com Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate 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 fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 3 contracts
Samples: Oryx Technology (Oryx Technology Corp), Common Stock and Warrant (Oryx Technology Corp), Oryx Technology (Oryx Technology Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser ---------------------- Investor a certificate certificate, dated as of the Companydate of the Sale Notice or the Amended Sale Notice, executed as applicable, signed by the President of the Company's President, dated the Closing Date, and certifying, among other things, to the fulfillment of certifying that the conditions specified to be performed by the Company set forth in Sections 5.1 and 5.2 of this AgreementSection 9 have been satisfied.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Genvec Inc), Stock Purchase Agreement (Genvec Inc), Stock Purchase Agreement (Genvec Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the CEO or President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementArticle IV(b).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Level 8 Systems Inc), Securities Purchase Agreement (Level 8 Systems Inc), Securities Purchase Agreement (Level 8 Systems Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers’ Agent a certificate of in a form satisfactory to the CompanyPurchasers’ Agent, executed by the President Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 and 5.2 Section 10.1 of this Agreement.
Appears in 3 contracts
Samples: Convertible Note Purchase Agreement (Focus Enhancements Inc), Purchase Agreement (MoSys, Inc.), Senior Secured Note Purchase Agreement (Focus Enhancements Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, Company executed by the President of the Company, dated as of the Closing DateClosing, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 Section 6 of this Agreement.
Appears in 3 contracts
Samples: Form of Purchase Agreement (Warburg Pincus Investors Lp), Purchase Agreement (Indus International Inc), Purchase Agreement (Indus International Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Bank a certificate certificate, dated the Closing Date and signed by an executive officer of the Company, executed by certifying the President accuracy of the Company, dated 's representations and warranties as of such Closing Date and certifying the compliance by the Company with the conditions precedent set forth in this Article IV as of the Closing Date, Date and certifying, among such other things, to matters as the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementBank shall reasonably request.
Appears in 3 contracts
Samples: Hungarian Telephone (Hungarian Telephone & Cable Corp), Securities Purchase Agreement (Postabank Es Takarekrenztar), Securities Purchase Agreement (Hungarian Telephone & Cable Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President of the Company, dated as of the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 subsections (a) of this Agreementsubsection 5.1.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Internetconnect Inc), Preferred Stock Purchase Agreement (Internetconnect Inc), Preferred Stock Purchase Agreement (Internetconnect Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, 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 3 contracts
Samples: Securities Purchase Agreement (First Virtual Holding Inc), Preferred Stock Purchase Agreement (First Virtual Holding Inc), Preferred Stock Purchase Agreement (First Virtual Holding Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers, a certificate of the CompanyCompliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions conditions, specified in Sections 5.1 8.1, 8.3 and 5.2 of this Agreement8.4 have been satisfied.
Appears in 3 contracts
Samples: 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 the Purchaser a certificate of the CompanyCompliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated the Closing Date, and certifying, among other thingsdate of the Closing, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 subparagraphs (a) through (d) of this AgreementSection 5.1 have been satisfied.
Appears in 3 contracts
Samples: 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 the Purchaser Purchasers a certificate of the CompanyCompliance Certificate, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 subsections (a) through (f) of this AgreementSection 6.1 have been satisfied.
Appears in 3 contracts
Samples: Purchase Agreement (Bioject Medical Technologies Inc), Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc), Purchase Agreement (Bioject Medical Technologies Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate executed on behalf of the Company, executed Company by the President Chairman of the Company, dated Board and Chief Executive Officer and Chief Financial Officer of the Closing Date, and certifying, among other things, Company on each closing date certifying to the fulfillment of the conditions specified in Sections 5.1 9.1 and 5.2 of this Agreement9.2.
Appears in 2 contracts
Samples: Joint Venture Agreement (Fibercore Inc), Share Purchase Agreement (Fibercore Inc)
Compliance Certificate. The Company shall have delivered to the each Purchaser a certificate of the Companycertificate, executed by the President of the Company, dated as of the Closing Date, and certifying, among other things, to certifying the fulfillment of the conditions specified in Sections 5.1 subsections (a)(i) and 5.2 (ii) of this AgreementSection 2.3.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Converse Inc), Stock and Note Purchase Agreement (Converse Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser you a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementAgreement and other matters you reasonably request.
Appears in 2 contracts
Samples: Seamed Corp, Seamed Corp
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President Co-Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tricord Systems Inc /De/), Stock Purchase Agreement (Tricord Systems Inc /De/)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the CompanyCompliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the Third Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 of this Agreement9.1.1 through 9.1.7 have been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cornerstone Iv LLC), Securities Purchase Agreement (Novatel Wireless Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President chief executive officer of the Company, dated the Closing Datedate of the Closing, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 paragraphs 2C(i), (ii), (iv) and 5.2 of this Agreement(v).
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Deja Com Inc), Stock Purchase Agreement (Deja Com Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President of the Company, dated the each Series C Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 7.1 and 5.2 7.2 of this Agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp)
Compliance Certificate. The Company shall have delivered ---------------------- to the Purchaser or its counsel a certificate of the CompanyCompliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 of this Agreement8.1.1 through 8.1.7 have been satisfied.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Go2net Inc), Stock Purchase Agreement (Vulcan Ventures Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser you a certificate of the Company, executed by the President Chief Financial Officer of the Company, dated the Closing Datedate of the Closing, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 6.1 and 5.2 of this Agreement6.2 hereof and other matters you reasonably request.
Appears in 2 contracts
Samples: Preferred Stock Purchase and Option Agreement (Imc Mortgage Co), Preferred Stock Purchase and Option Agreement (Travelers Group Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by (x) the President and Chief Executive Officer and (y) the Senior Vice President, General Counsel and Corporate Secretary of the Company, dated as of the Closing Date, and certifying, among other things, certifying as to the fulfillment of the conditions specified in Sections 5.1 5.1, 5.2 and 5.2 5.3 of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Syntroleum Corp), Stock Purchase Agreement (Syntroleum Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Investor a certificate of the Companycertificate, executed by the President an authorized executive officer or director of the Company, dated the Closing Datedate of each of the Closings, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 6.1 and 5.2 6.4 of this AgreementArticle VI.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Xata Corp /Mn/), Stock Purchase Agreement (Deere & Co)
Compliance Certificate. The Company shall have delivered to the Purchaser ---------------------- Purchasers a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 this Section 5, and 5.2 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 this Agreementthe information set forth in such certificate.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (MMC Networks Inc), Preferred Stock Purchase Agreement (MMC Networks Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the CompanyCompliance Certificate, executed by the President of the Company, dated as of the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 subsections (a) and 5.2 (b) of this AgreementSection 4.1 have been satisfied.
Appears in 2 contracts
Samples: Common Share Put Agreement (Xenon Pharmaceuticals Inc.), Common Share Put Agreement (Xenon Pharmaceuticals Inc.)
Compliance Certificate. The Company shall have delivered to the Purchaser Lender a certificate of the Company, executed by the President of the Company's President, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 subsections (d) and 5.2 (g) of this AgreementSection 4.1.
Appears in 2 contracts
Samples: Loan and Investment Agreement (Diligenti LTD), Loan and Investment Agreement (Healthcomp Evaluation Services Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the CompanyCompliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the First Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 of this Agreement7.1.1 through 7.1.7 have been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Novatel Wireless Inc), Securities Purchase Agreement (Cornerstone Iv LLC)
Compliance Certificate. The Company shall have delivered to the each ---------------------- Purchaser a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Applied Micro Circuits Corp), Purchase Agreement (Applied Micro Circuits Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President of the Company, an authorized officer and dated the Closing Date, and certifying, among other things, which certifies to the fulfillment of the conditions specified in Sections 5.1 6.1 and 5.2 6.2 of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Energy Partners LTD), Stock Purchase Agreement (Energy Partners LTD)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the CompanyCompliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 subparagraphs (a) through (f) of this AgreementSection 6.1 have been satisfied.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Cerus Corp), Preferred Stock Purchase Agreement (Cerus Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the CompanyCompliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other thingsdate of such Closing, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 of this Agreement7.1 have been satisfied.
Appears in 2 contracts
Samples: 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 Purchaser Investor a certificate certificate, dated as of the CompanyClosing Date, executed by the President and Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (SGX Pharmaceuticals, Inc.), Securities Purchase Agreement (Cell Therapeutics Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the Chairman of the Board or President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Multicom Publishing Inc), Securities Purchase Agreement (Multicom Publishing Inc)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchaser a certificate of the Companycertificate, executed by the President of the Company, dated as of the applicable Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 4(a) and 5.2 of this Agreement4(b) above.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc), Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc)
Compliance Certificate. The Company shall have delivered deliver to the Purchaser a certificate certificate, dated the Closing Date and signed by an executive officer of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of certifying that the conditions specified in Sections 5.1 and 5.2 of this AgreementSection 7.2(a) have been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Olympic Cascade Financial Corp), Securities Purchase Agreement (Olympic Cascade Financial Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, Company executed by either the President Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing DateClosing, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 Section 5 of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Dennys Corp), Purchase Agreement (Mellon HBV Alternative Strategies LLC)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the President Chief Executive Officer of the Company, Company dated as of the Closing Date, and certifying, among other things, to certifying the fulfillment of the conditions specified in Sections 5.1 subsections (a)(i) and 5.2 (a)(ii) of this AgreementSection 2.3.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Beacon Power Corp), Securities Purchase Agreement (Beacon Power Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser or its counsel a certificate of the CompanyCompliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated as of the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 of this Agreement8.1.1 through 8.1.7 have been satisfied.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Go2net Inc), Stock Purchase Agreement (Go2net Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate certificate, executed on behalf of the Company, executed Company by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 4.1 and 5.2 of this Agreement4.2.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Agilent Technologies Inc), Preferred Stock Purchase Agreement (Agilent Technologies Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser ---------------------- Investors a certificate of the Companycertificate, executed by the President Chairman of the Board and Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 subsection (a) of this AgreementSection 6.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Shea Edmund H Jr), Unit Purchase Agreement (Silicon Valley Research Inc)
Compliance Certificate. The Company Corporation shall have delivered to the ---------------------- Purchaser a certificate of the Companycertificate, executed by the President of the CompanyCorporation, dated as of the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreementabove.
Appears in 2 contracts
Samples: Subscription Agreement (Biomarin Pharmaceutical Inc), Subscription Agreement (Biomarin Pharmaceutical Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, Date and certifying, among other things, to certifying the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 2 contracts
Samples: Series I Preferred Stock Purchase Agreement (Oxis International Inc), Series I Preferred Stock Purchase Agreement (Oxis International Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser ---------------------- Purchasers a certificate of the CompanyCompany 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 fulfillment of the conditions specified in Sections 5.1 and 5.2 to 5.10 of this Agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp), Series a Preferred Stock Purchase Agreement (Internet Capital Group Inc)
Compliance Certificate. The Company shall have delivered to the each Purchaser a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Netratings Inc), Preferred Stock Purchase Agreement (Netratings Inc)
Compliance Certificate. The Company shall have delivered to the such Purchaser a certificate of the CompanyCompliance Certificate, executed by the President of the Company, dated the Second Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 of this AgreementSection 6.3(a) have been satisfied.
Appears in 2 contracts
Samples: Recapitalization Agreement (Birch Telecom Inc /Mo), Recapitalization Agreement (Birch Telecom Inc /Mo)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate certificate, in substantially the form of Exhibit B, executed on behalf of the Company, executed Company by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 4.1 and 5.2 of this Agreement4.2.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Abbott Laboratories), Common Stock Purchase Agreement (I Stat Corporation /De/)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President Chairman of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 4.1, 4.2, 4.4, 4.5 and 5.2 4.6 of this Agreement.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Flexiinternational Software Inc/Ct), Series C Preferred Stock Purchase Agreement (Flexiinternational Software Inc/Ct)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President of the Company, dated the Series C Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 7.1 and 5.2 7.2 of this Agreement.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchaser a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying as to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Iteris Inc), Convertible Note Purchase Agreement (Odetics Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the President Chief Executive Officer of the Company, dated as of the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified set forth in Sections 5.1 6.03, 6.04 and 5.2 of this Agreement6.05.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Decorize Inc), Securities Purchase Agreement (Decorize Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President its President, dated as of the Company, dated the First Closing Date, and certifying, among other things, to certifying the fulfillment of the conditions specified in Sections 5.1 subsections (a)(i) and 5.2 (ii) of this AgreementSection 2.3.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Satcon Technology Corp), Note Purchase Agreement (Satcon Technology Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementAgreement and such other matters as the Purchasers may reasonably request.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc), Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser ---------------------- Purchasers a certificate of the Companycertificate, executed by the President and Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1, 5.2 and 5.2 5.3 of this Agreement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Netrix Corp), Common Stock Purchase Agreement (Netrix Corp)
Compliance Certificate. The At the Closing, the Company on its behalf and on behalf of the Subsidiaries shall have delivered deliver to the Purchaser a certificate of the Company, executed by the President of the Companycertificate, dated the Closing Datedate of Closing, and certifying, among other things, to signed by the fulfillment of Company's President certifying that the conditions specified in Sections 5.1 6.1 and 5.2 of this Agreement6.2 have been fulfilled.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Clearwire Corp), Common Stock Purchase Agreement (Clearwire Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers, a certificate of the CompanyCompliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions conditions, specified in Sections 5.1 8.1, 8.3 and 5.2 of this Agreement8.4 have been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the Chairman or the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections subsections 5.1 and 5.2 of this Agreement.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President of the CompanyChairman or President, dated the Closing Date, and certifying, among other things, to the fulfillment of certifying that the conditions specified in Sections 5.1 Subsections 7.1.1 and 5.2 of this Agreement7.1.2, and on the Tranche 2 Closing Date, Section 7.3.2, have been satisfied and as to such other matters reasonably requested by the Purchasers.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchaser a certificate of the Companycertificate, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections Subsections (a), (b), (d) and (e) of Section 5.1 and 5.2 of this Agreement.
Appears in 1 contract
Samples: Entrust Technologies Inc
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate certificate, executed on behalf of the Company, executed Company by the President Chief Executive Officer or Chief Financial Officer of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 4.1 and 5.2 of this Agreement4.2.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Pixar \Ca\)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President of the Companycertificate, dated the Closing Date, and certifyingsigned by the President or any Vice President of the Company, among other things, certifying as to the fulfillment of the conditions specified set forth in Sections 5.1 7.2(a) and 5.2 of this Agreement(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Progressive Corp/Oh/)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers or their special counsel a certificate of the Company, executed signed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1, 5.2, 5.7 and 5.2 of this Agreement5.8 above.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Aether Systems LLC)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 subsections 5.1, 5.2, 5.3, 5.14 and 5.2 5.15 of this Agreement.
Appears in 1 contract
Samples: Redeemable Convertible Preferred Stock Purchase Agreement (Immersion Corp)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President of the Company, in the name of and on behalf of the Company, dated the date of the Initial Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 Subparagraphs (i) and 5.2 (ii) of Paragraph 5A of this Agreement.
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Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President and the Chief Financial Officer of the Company, dated the Closing Date, and certifying, among other things, certifying as to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate dated as of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to signed by the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.Company's Chief Executive or Chief
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Idera Pharmaceuticals, Inc.)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President of the Company, dated the Closing Datedate of such Closing, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 paragraphs 5A, 5B, 5D and 5.2 of this Agreement.5F through 5H.
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Compliance Certificate. The Company shall have delivered to the ---------------------- Purchaser a certificate of the Companycompliance certificate, executed by the Chief Executive Officer or the President of the Company, dated as of the Option Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified in Sections 5.1 and 5.2 of this AgreementSection 7.2(a)(i) have been satisfied.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President of the Company, dated the First Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1, 5.2, 5.3, 5.5, 5.6 and 5.2 5.8 of this Agreement.
Appears in 1 contract
Samples: Series F Subscription Agreement (Edison Schools Inc)
Compliance Certificate. The Company shall will have delivered to the Purchaser Buyer a certificate dated as of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, Date to the fulfillment effect that each of the conditions specified above in Sections 5.1 6.1, 6.2 and 5.2 of this Agreement6.7 has been satisfied (the “Company Compliance Certificate”).
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Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the President or a Vice President of the Company, dated as of the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified set forth in Sections 5.1 6.02, 6.03 and 5.2 of this Agreement6.04.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchaser a certificate of the CompanyCompany reasonably satisfactory to Purchaser, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Genesys Telecommunications Laboratories Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed signed by the President or a Vice President of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of effect that the conditions specified set forth in Sections this Section 5.1 and 5.2 of this Agreementhave been satisfied.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the each such Purchaser a certificate of the Companycertificate, executed by the President Chief Executive Officer of the Company, dated as of the Second Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified set forth in Sections 5.1 7(b)(ii),(iii), (iv), (v) and 5.2 of this Agreement(viii) and such other matters as the Purchasers shall reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Instant Video Technologies Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President Chief Executive Officer of the Company, dated as of the First Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified set forth in Sections 5.1 4(a)(ii), (iii), (iv), (v) and 5.2 of this Agreement(vi) and such other matters as the Purchasers shall reasonably request.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the CompanyCertificate, executed by the President of the Company, Company and dated the Closing DateDate and any additional Closing date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 subsections (a) and 5.2 (b) of this AgreementSection 5.1.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President an Authorized Officer of the Company, dated the such Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this AgreementSection 7(a).
Appears in 1 contract
Samples: Share Purchase Agreement (Xinhua Finance Media LTD)
Compliance Certificate. The Company shall have delivered to the Purchaser Buyer a certificate of the CompanyCompany in the form of Exhibit F hereto, executed by the President of the Company, dated as of the Closing Date, and certifying, among other things, certifying as to the fulfillment of the conditions specified in Sections 5.1 9(a) and 5.2 (b) of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Regent Communications Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the CompanyCompany in the form of Exhibit F hereto, executed by the Executive Vice President of the Company, dated the Closing Date, and certifying, among other things, to the fulfillment of the conditions specified in Sections 5.1 and 5.2 5,2 of this Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Supershuttle International Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifyingsigned by the Company’s Chief Executive Officer, among other things, to the fulfillment of certifying that the conditions specified set forth in Sections 5.1 and 5.2 of this AgreementSection 7 have been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vical Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers or their special counsel a certificate of the Company, executed signed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1, 5.2, 5.8 and 5.2 of this Agreement5.11 above.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Aether Systems Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President or Chief Financial Officer of the Company, Company and dated as of the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1(a), (b) and 5.2 of this Agreement(c).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Siemens Aktiengesellschaft)
Compliance Certificate. The Company shall have delivered to the ---------------------- Purchaser a certificate of the Companycertificate, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Zhone Technologies Inc)
Compliance Certificate. The Each of the Company and the Founder shall have delivered to the Purchaser a certificate of the Companycertificate, executed by the President of the Companyits President/CEO, dated as of the Closing Date, and certifying, among other things, to certifying the fulfillment of the conditions specified in Sections 5.1 subsections (a)(i) and 5.2 (ii) of this AgreementSection 2.3.
Appears in 1 contract
Samples: Securities Purchase Agreement (FCStone Group, Inc.)
Compliance Certificate. The Company There shall have been delivered to the each Purchaser a certificate of the Company, executed by the President of the Companycertificate, dated the as of Closing Date, and certifyingsigned by the Company's President, among other things, to the fulfillment of certifying that the conditions specified in Sections 5.1 Section 5.1. and 5.2 of this Agreement5.2. have been fulfilled.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the Purchaser a certificate of the Company, executed by the President or Chief Financial Officer of the Company, Company and dated as of the Second Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.2(a) and 5.2 of this Agreement(b).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Siemens Aktiengesellschaft)
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the CompanyCompliance Certificate, executed by the President Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other thingsdate of the Initial Closing, to the fulfillment of effect that the conditions specified in Sections 5.1 7.1 and 5.2 of this Agreement7.2 have been satisfied.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (SuccessFactors, Inc.)
Compliance Certificate. The If required by the Purchasers or their counsel ----------------------- in writing, on the Closing Date, the Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 4.1, 4.2 and 5.2 of this Agreement4.3 hereof.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Satellink Communications Inc)
Compliance Certificate. The Company shall have delivered to the Purchaser Initial Purchasers a certificate of the Companycertificate, executed by the President Chairman of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 5.1, 5.2, 5.4 and 5.2 5.5 of this Agreement.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Flexiinternational Software Inc/Ct)
Compliance Certificate. The Company Company, if requested by Special Counsel, shall have delivered to the Purchaser Purchasers a certificate of the Company, executed by the President of the Company, dated the Closing Date, and certifying, among other things, to certifying the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement5.2.
Appears in 1 contract
Compliance Certificate. The Company shall have delivered to the Purchaser Purchasers a certificate of the Companycertificate, executed by the President or Chief Executive Officer of the Company, dated the Closing Date, and certifying, among other things, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreementherein.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Insweb Corp)
