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Click on Documents. Click on 2003 Plan. TESSERA TECHNOLOGIES, INC. PARTICIPANT
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Click on Documents. Click on Fourth Amended and Restated 2003 Equity Incentive Plan. TESSERA TECHNOLOGIES, INC. PARTICIPANT
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  • Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Authorization Documents For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

  • Organization Documents After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

  • Acquisition Documents (a) Borrowers and Guarantors have delivered, or caused to be delivered, to Agent, true, correct and complete copies of the Acquisition Documents. (b) The Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. (c) None of the Acquisition Documents have been amended or otherwise modified without the prior written consent of Agent. (d) The execution, delivery and performance of the Acquisition Documents have been duly authorized by all necessary action on the part of Parent and each of its Subsidiaries that is a party thereto and to the best of the knowledge of Borrowers and Guarantors, each other party thereto. Each of the Acquisition Documents is the legal, valid and binding obligation of the parties thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. All actions taken by Parent and its Subsidiaries pursuant or in connection with the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong have been taken in compliance with the terms of the Acquisition Documents. (e) No party to any of the Acquisition Documents is in default with respect to any of its obligations under such Acquisition Documents in any material respect and all representations and warranties made by the parties thereto in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct as of the date hereof, except as waived in writing with the approval of Agent. The reports, financial statements, certificates and other written information with respect to the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong in connection with the Acquisition Documents, furnished to Agent by Borrowers, taken as a whole (as modified or supplemented by other written information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.