Stockholder Certificate. Each of the Company's stockholders shall, not later than the Effective Time, have executed and delivered to Parent the Stockholder Certificate in the form attached hereto as Exhibit A.
Stockholder Certificate. Each Stockholder shall have delivered to Purchaser a certificate, dated as of the Closing Date, signed by such Stockholder certifying that the conditions set forth in Section 4.2(a) above are satisfied.
Stockholder Certificate. EPub shall distribute to each EPub Stockholder, and use reasonable efforts to cause such EPub Stockholders to execute and deliver to FV prior to the Effective Time of the Merger, a Stockholder Certificate in the form attached hereto as Exhibit B.
Stockholder Certificate. Except for any holders of Company Common Stock who have exercised their dissenters' or similar rights under applicable law with respect to their shares, each of the Company's stockholders shall, not later than the Effective Time, have executed and delivered to Parent the Stockholder Certificate in the form attached hereto as Exhibit E.
Stockholder Certificate. Each Stockholder has executed and delivered to Parent a Stockholder Certificate in substantially the form attached hereto as EXHIBIT H.
Stockholder Certificate. The Company shall use its reasonable best efforts to deliver or cause to be delivered to Parent, prior to the Closing Date, an executed Stockholder Certificate in substantially the form attached hereto as Exhibit B (the “Stockholder Certificate”) from each Stockholder; provided, however, the Company shall deliver or cause to be delivered to Parent an executed Stockholder Certificate from each Stockholder listed on Schedule 1.6(a)(iii) hereto immediately following execution of this Agreement. Notwithstanding the failure of a Stockholder to deliver an executed Stockholder Certificate, Parent shall be entitled to include appropriate legends and impose transfer restrictions on certificates representing shares of Parent Common Stock issued in connection with the Merger.
Stockholder Certificate. Parent shall have received a Stockholder Certificate executed by each holder of the Series A Preferred Stock.
Stockholder Certificate. Each certificate issued to Stockholder evidencing the Parent Common Stock (including the Closing Payment Shares and the Earnout Payment Shares) shall bear the legends set forth below, or legends substantially equivalent thereto, together with any other legends that may be required by any securities laws at the time of the issuance of the Parent Common Stock. THE COMMON STOCK REPRESENTED HEREBY IS SUBJECT TO “DRAG ALONG” PROVISIONS AND OTHER RESTRICTIONS PURSUANT TO THAT CERTAIN STOCKHOLDER’S AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER. A COPY OF SAID AGREEMENT IS AVAILABLE FROM THE ISSUER UPON REQUEST BY HOLDER OF THE COMMON STOCK. THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT OR (II) THE ISSUER OF THE COMMON STOCK (THE “ISSUER”) HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.
Stockholder Certificate. Each of the Company Stockholders shall have executed the Stockholder Certificate.
Stockholder Certificate. Each of the Attending Stockholders shall, not later than the Effective Time, have executed and delivered the Stockholder Certificate applicable to such stockholder, attached hereto as Exhibit A-1 (the "MAJOR STOCKHOLDER CERTIFICATE", which Ira Xxxxxxx xxx Danixx Xxxxxx xxxll execute and deliver) and Exhibit A-2 (which the other Attending Stockholders shall execute and deliver).
