STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 16th, 2003 • Online Resources Corp • Services-business services, nec • Delaware
certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth in clause (b) of this sentence; (e) the Company shall have delivered to the Investor its certificate, dated the Closing Date, duly executed by its Secretary, certifying as to (i) the Company’s Amended and Restated Certificate of Incorporation, as amended, and (ii) the Company’s Amended and Restated By-Laws, as amended, each as in effect as of the Closing Date, and (iii) all resolutions, votes or minutes of the Company’s Board of Directors in connection with the Offering; (f) the Company shall have delivered to the Investors copies of certificates evidencing the incorporation and good standing of the Company in the Company’s state or jurisdiction of incorporation or organization as of a date within fifteen (15) days of the Closing Date; and (g) receipt by Investors of such other documents or certificates relating to the Offering as the Investors may reasonably request.
FIRST AMENDMENT TO RIGHTS AGREEMENT BETWEEN ONLINE RESOURCES CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • June 16th, 2003 • Online Resources Corp • Services-business services, nec • Delaware
This First Amendment to Rights Agreement (the “Amendment”) is made as of this day of June, 2003 by and between Online Resources Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).
