Common use of Supporting Documents Clause in Contracts

Supporting Documents. On or prior to the Closing Date, Buyer and its counsel shall have received copies of the following supporting documents: (A) The Articles of Incorporation of Seller and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa and (B) a certificate of said Secretary dated as of a recent date as to the good standing of Seller and (if available in the state of incorporation of Seller) listing all documents of Seller on file with said Secretary; and (ii) certificates of the Secretary or an Assistant Secretary of Seller, dated the Closing Date, certifying substantially to the effect (A) that attached thereto is a true and complete copy of the By-Laws of Seller as in effect on the date of such certification; (B) that attached thereto are true and complete copies of resolutions adopted by Seller’s Board of Directors and stockholders authorizing the execution, delivery and performance of this Agreement and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Articles of Incorporation of Seller have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(A) above; and (D) as to the incumbency and specimen signature of any officer of Seller executing any certificate or instrument furnished pursuant hereto, and a certificate by another officer of Seller as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii).

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenman Technologies Inc)

Supporting Documents. On or prior to the Closing Date, Buyer Date the Purchasers and its their counsel shall have received copies of the following supporting documents: (Ai) The Articles copies of (1) the Amended and Restated Certificate of Incorporation of Seller and the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa Delaware and (B2) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of Seller the Company, and (if available in the state of incorporation of Seller) listing all documents of Seller relating to the Company on file with said Secretaryofficial; and (ii) certificates a certificate of the Secretary or an Assistant Secretary of Sellerthe Company, dated the Closing Date, Date and certifying substantially to (1) that attached thereto is a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company as in effect on the date of such certification; (A2) that attached thereto is a true and complete copy of the By-Laws laws of Seller the Company as in effect on the date of such certificationcertification and at all times since December 22, 1999; (B3) that attached thereto are is a true and complete copies copy of resolutions adopted by Seller’s the Board of Directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Shares, the issuance and delivery of the Warrants and the reservation, issuance and delivery of the Warrant Shares and the performance of the transactions contemplated by the Agreement to Sublease, and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Articles of Incorporation of Seller have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(A) above; and (D4) as to the incumbency and specimen signature of any each officer of Seller the Company executing this Agreement, the Ancillary Agreements, the stock certificates representing the Shares, the Warrant certificates and any other certificate or instrument furnished pursuant hereto, and a certificate certification by another officer of Seller the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents shall be reasonably satisfactory in form and substance to the Purchasers and their counsel.

Appears in 1 contract

Sources: Purchase Agreement (Spectrasite Holdings Inc)

Supporting Documents. On or prior to the Closing Date, Buyer and its counsel The Purchasers shall have received copies of the following supporting documentsdocuments (in form and substance reasonably satisfactory to the Purchasers) for the Company and its Subsidiaries: (Ai) The Articles certificates of Incorporation of Seller and all amendments thereto, certified as of a recent date by the Secretary of State the Commonwealth of the State of Iowa and (B) a certificate of said Secretary Massachusetts or other state, or equivalent office in any other country, as applicable, dated as of a recent date no more than one week prior to the Initial Closing as to the due incorporation or organization and good standing of Seller the Company or Subsidiary and (if available in the state of incorporation of Seller) listing all documents of Seller the Company or Subsidiary on file with said Secretary; and; (ii) certificates a telegram, telex or other acceptable method of confirmation from said Secretary or other office, as applicable, as of the close of business on the next Business Day preceding the date of the Initial Closing as to the continued good standing of the Company or Subsidiary; (iii) a certificate of the Secretary or an Assistant Secretary of Sellerthe Company and each Subsidiary, dated as of the date of the Initial Closing Date, certifying substantially to the effect and certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the By-Laws Articles of Seller Incorporation and Bylaws as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (B2) that attached thereto are true is a true, correct and complete copies copy of all resolutions adopted by Seller’s the Board of Directors (and stockholders any committees thereof) of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the issuance, sale, and delivery of the Purchased Shares, and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreementeffect; (C3) that the Articles of Incorporation of Seller have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ai) above; and (D4) as to the incumbency and specimen signature of any officer all officers of Seller the Company executing the Documents, the stock certificates representing the Purchased Shares, and any certificate or instrument furnished pursuant hereto, and a certificate certification by another officer of Seller the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph clause (iiiii); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company and its Subsidiaries as the Purchaser may reasonably request.

Appears in 1 contract

Sources: Note Purchase Agreement (Cardiotech International Inc)

Supporting Documents. On or prior to the Closing DateEffective Time, Buyer and its counsel the Company shall have received copies of the following supporting documents: (i) (A) The copies of the Articles or Certificate of Incorporation of Seller Fiserv and Fiserv Sub, and all amendments thereto, certified as of a recent date by the Department of Financial Institutions of the State of Wisconsin or the Secretary of State of the State of Iowa Delaware, as applicable, (B) a certificate of said Department or Secretary of State dated as of a recent date as to the status of Fiserv and (BC) a certificate of said Secretary dated as of a recent date as to the good standing of Seller and (if available in the state of due incorporation of Seller) listing all documents of Seller on file with said SecretaryFiserv Sub; and (ii) certificates a certificate of the Secretary or an Assistant Secretary of Seller, each of Fiserv and Fiserv Sub dated the Closing Date, Effective Time and certifying substantially to the effect (A) that attached thereto is a true and complete copy of the By-Laws laws of Seller the particular company as in effect on the date of such certificationcertification and at all times since January 1, 2001 or its date of incorporation, if more recent; (B) that attached thereto are is a true and complete copies copy of resolutions adopted by Seller’s the Board of Directors and stockholders of the particular company authorizing the execution, delivery and performance of this Agreement and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Articles of or Certificate Incorporation of Seller the particular corporation have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ai)(1) above; and (D) as to the incumbency and specimen signature of any each officer of Seller the particular company executing any certificate or instrument furnished pursuant hereto, this Agreement and a certificate certification by another officer of Seller such company as to the incumbency and signature of the officer signing singing the certificate referred to in this paragraph (ii). All such documents shall be reasonably satisfactory in form and substance to the Company and its counsel.

Appears in 1 contract

Sources: Merger Agreement (Avidyn Inc)

Supporting Documents. On or prior to the Closing Date, Buyer and its counsel shall have received copies of the following supporting documents: (A) The Articles of Incorporation of Seller and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa Iowa, and (B) a certificate of said Secretary dated as of a recent date as to the good standing of Seller and (if available in the state of incorporation of Seller) listing all documents of Seller on file with said Secretary; and (ii) certificates of the Secretary or an Assistant Secretary of Seller, dated the Closing Date, certifying substantially to the effect (A) that attached thereto is a true and complete copy of the By-Laws of Seller as in effect on the date of such certification; (B) that attached thereto are true and complete copies of resolutions adopted by Seller’s Board of Directors and stockholders authorizing the execution, delivery and performance of this Agreement and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Articles of Incorporation of Seller have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(A) above; and (D) as to the incumbency and specimen signature of any officer of Seller executing any certificate or instrument furnished pursuant hereto, and a certificate by another officer of Seller as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii).

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenman Technologies Inc)

Supporting Documents. On or prior to the Closing Effective Date, Buyer the Company and its counsel shall have received copies of the following supporting documents: (A1) The copies of the Articles of Incorporation of Seller Fiserv and the Certificate of Incorporation of Fiserv Clearing, and all amendments theretoto such Articles or Certificate, certified as of a recent date by the Secretary of State of the State of Iowa Wisconsin, in the case of Fiserv, or by the Secretary of State of Delaware, in the case of Fiserv Clearing, and (B2) a certificate of said Secretary Secretaries dated as of a recent date as to the due incorporation and good standing of Seller Fiserv or Fiserv Clearing, as the case may be, and (if available in the state of incorporation of Seller) listing all documents of Seller the relevant company on file with said Secretary; and (ii) certificates a certificate of the Secretary or an Assistant Secretary of Seller, each of Fiserv and Fiserv Clearing dated the Closing Date, Effective Date and certifying substantially to the effect (A1) that attached thereto to such certificate is a true and complete copy of the By-Laws laws of Seller the particular company as in effect on the date of such certificationcertification and at all times since December 31, 1996; (B2) that attached thereto are to such certificate is a true and complete copies copy of resolutions adopted by Seller’s Board the board of Directors and stockholders directors of the particular company authorizing the execution, delivery and performance of this Agreement Agreement, and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Articles articles of Incorporation incorporation of Seller the particular corporation have not been amended since the date of the last amendment referred to in the certificate (if any) delivered pursuant to clause (i)(Ai)(2) above; and (D4) as to the incumbency and specimen signature of any each officer of Seller the particular company executing any certificate or instrument furnished pursuant hereto, this Agreement and a certificate certification by another officer of Seller such company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents will be reasonably satisfactory in form and substance to the Company and its counsel.

Appears in 1 contract

Sources: Merger Agreement (Fiserv Inc)

Supporting Documents. On or prior to the Closing Effective Date, Buyer Fiserv, Fiserv Clearing and its their counsel shall have received copies of the following supporting documents: (Ai) The copies of Articles of Incorporation and By-laws of Seller the Company and each Subsidiary, and all amendments theretoto such documents, certified as of a recent date by the Secretary of State of the State pertinent state of Iowa incorporation or formation of such entity and (B2) a certificate of said Secretary dated as of a recent date as to the due incorporation or formation and good standing of Seller the Company and (if available in the state of incorporation of Seller) each Subsidiary and listing all documents of Seller the Company and each Subsidiary on file with said Secretary; and (ii) certificates of the Secretary or an Assistant Secretary of Seller, the Company and each Subsidiary dated the Closing Date, Effective Date and certifying substantially to the effect (A1) that attached thereto to such Certificate is a true and complete copy of the By-Laws laws of Seller the Company and each Subsidiary, respectively, as in effect on the date of such certificationcertification and at all times since September 27, 1996; (B2) that attached thereto are to such Certificate is a true and complete copies copy of resolutions adopted by Seller’s Board the board of Directors directors and stockholders of the Company, authorizing the execution, delivery and performance of this Agreement the Transaction Agreements and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Agreements; (C3) that the Articles of Incorporation of Seller the Company and of each Subsidiary, respectively, have not been amended since the date of the last amendment referred to in the certificate (if any) delivered pursuant to clause (i)(Ai)(2) above; and (D4) as to the incumbency and specimen signature of any each officer of Seller the Company executing the Transaction Agreements and any certificate or instrument furnished pursuant heretoto the Transaction Agreements, and a certificate by another officer of Seller the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents will be reasonably satisfactory in form and substance to Fiserv, Fiserv Clearing and their counsel (except where this Agreement provides that such documents must be satisfactory to Fiserv in its sole discretion).

Appears in 1 contract

Sources: Merger Agreement (Fiserv Inc)

Supporting Documents. On or prior to the Closing Date, Buyer Date the -------------------- Purchasers and its their counsel shall have received copies of the following supporting documents: (Ai) The Articles copies of (1) the Certificate of Incorporation of Seller and the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State jurisdiction of Iowa incorporation of such corporation and (B2) a certificate of said Secretary such Secretary, dated as of a recent date date, as to the due incorporation and good standing of Seller such corporation, and (if available in the state of incorporation of Seller) listing all documents of Seller relating to the Company on file with said Secretarysuch official; and (ii) certificates a certificate of the Secretary or an Assistant Secretary of Sellerthe Company, dated the Closing Date, Date and certifying substantially to the effect (A1) that attached thereto is a true and complete copy of the By-Laws laws of Seller the Company as in effect on the date of such certificationcertification and at all times since February 5, 1997; (B2) that attached thereto are is a true and complete copies copy of resolutions adopted by Seller’s the Board of Directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, the Note and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the amendment of the Company's Certificate of Incorporation pursuant to the Certificate of Amendment, and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Articles Certificate of Incorporation of Seller have the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ai)(2) above; and (D4) as to the incumbency and specimen signature of any each officer of Seller the Company executing this Agreement, the Ancillary Agreements, the Note, the stock certificates representing the shares of Common Stock issued hereunder and any certificate or instrument furnished pursuant hereto, and a certificate certification by another officer of Seller the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Appears in 1 contract

Sources: Securities Purchase Agreement (Select Medical Corp)

Supporting Documents. On or prior to the Closing Date, Buyer and its counsel The Purchasers shall have received copies -------------------- of the following supporting documents: (A1) The Articles a copy of the Restated Certificate of Incorporation of Seller the Company and all amendments thereto, each certified as of a recent date by the Secretary of State of the State of Iowa Delaware and (B2) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of Seller the Company and (if available in the state of incorporation of Seller) listing all documents of Seller the Company on file with said Secretary; and (iiB) certificates a certificate of the Secretary or an Assistant Secretary of Seller, the Company dated the Closing Date, certifying substantially to the effect Date and certifying: (A1) that attached thereto is a true and complete copy of the By-Laws laws of Seller the Company as in effect on the date of such certification; (B2) that attached thereto are true and complete copies of all resolutions adopted by Seller’s the Board of Directors and stockholders of the Company authorizing the executionexecution and delivery of this Agreement and each Ancillary Agreement, delivery and the performance of this Agreement and each Ancillary Agreement, including the issuance of the Securities, and that all such resolutions are still in full force and effect and are all of the resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement; (C3) that the Articles Restated Certificate of Incorporation of Seller have the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(AA)(2) above; and (D4) as to the incumbency and specimen signature of any each officer of Seller the Company executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certificate by another officer of Seller as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii)Ancillary Agreement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Concentra Operating Corp)

Supporting Documents. On At or prior to the Closing DateEffective Time, Buyer Parent and its counsel shall have received copies of the following supporting documents: (Ai) The Articles copies of the Certificate of Incorporation of Seller the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa New Jersey, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of Seller the Company and (if available in the state of incorporation of Seller) listing all documents of Seller the Company on file with said Secretary; and; (ii) certificates a certificate of the Secretary or an Assistant Secretary of Seller, dated the Closing Date, Company as of the Effective Time certifying substantially to the effect (Aw) that attached thereto is a true and complete copy of the By-Laws laws of Seller the Company as in effect on the date of such certification; (Bx) that attached thereto are is a true and complete copies copy of resolutions adopted by Seller’s the Board of Directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cy) that the Articles Certificate of Incorporation of Seller have the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ai)(x) above; and (Dz) as to the incumbency and specimen signature of any each officer of Seller the Company executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certificate certification by another officer of Seller the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Parent or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to Parent and its counsel.

Appears in 1 contract

Sources: Merger Agreement (Globespan Inc/De)

Supporting Documents. On or prior to the Closing DateEffective Time, Buyer each Merger Party and its counsel shall have received copies of the following supporting documents: (Ai) The Articles (1) copies of the Certificate of Incorporation of Seller the other Merger Party and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa Delaware, and (B2) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of Seller the other Merger Party and (if available in the state of incorporation of Seller) listing all documents of Seller on file with said Secretary, and (3) confirmation from said Secretary as of the close of business on the next business day preceding the Effective Time as to the continued good standing of the other Merger Party and to the effect that no amendment to its Certificate of Incorporation has been filed since the date of the certificate referred to in clause (2) above; and (ii) certificates a certificate of the Secretary or an Assistant Secretary of Seller, the other Merger Party dated the Closing Date, certifying substantially to Effective Time and certifying: (1) that attached thereto is a true and complete copy of its By-laws as in effect on the effect date of such certification; (A2) that attached thereto is a true and complete copy of the By-Laws of Seller as in effect on the date of such certification; (B) that attached thereto are true and complete copies of resolutions adopted by Seller’s its Board of Directors and stockholders authorizing the execution, delivery and performance of this Agreement and the Merger and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Articles its Certificate of Incorporation of Seller have has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ai) (2) above; and (D4) as to the incumbency and specimen signature of any officer each of Seller its officers executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certificate certification by another officer of Seller as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents shall be satisfactory in form and substance to such Merger Party and its counsel.

Appears in 1 contract

Sources: Merger Agreement (Alliance Data Systems Corp)

Supporting Documents. On or prior to the Closing Date, Buyer Date the Purchasers and its their counsel shall have received copies of the following supporting documents: (Ai) The Articles copies of (1) the Amended and Restated Certificate of Incorporation of Seller and the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa Delaware and (B2) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of Seller the Company, and (if available in the state of incorporation of Seller) listing all documents of Seller relating to the Company on file with said Secretaryofficial; and (ii) certificates a certificate of the Secretary or an Assistant Secretary of Sellerthe Company, dated the Closing Date, Date and certifying substantially to the effect (A1) that attached thereto is a true and complete copy of the By-Laws laws of Seller the Company as in effect on the date of such certificationcertification and at all times since May 12, 1997; (B2) that attached thereto are is a true and complete copies copy of resolutions adopted by Seller’s the Board of Directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Shares and the reservation, issuance and delivery of the Conversion Shares and the performance of the transactions contemplated by the Merger Agreement, and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Articles Amended and Restated Certificate of Incorporation of Seller have not the Company has been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(A) above; and (D) as to the incumbency and specimen signature of any officer of Seller executing any certificate or instrument furnished pursuant hereto, and a certificate by another officer of Seller as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii).duly filed with the

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Spectrasite Holdings Inc)

Supporting Documents. On or prior to the Closing Date, the Buyer and its counsel shall have received copies of the following supporting documents: : (a) (A) The Articles copies of Incorporation the certificate of incorporation of each of the Seller and Parent and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa and Delaware, (B) a certificate of said Secretary dated as of a recent date as to the good standing of each of the Seller and (if available in the state of incorporation of Seller) Parent and listing all documents of the Seller and Parent on file with said Secretary; and Secretary and (iiC) certificates a tax certificate of the Secretary or an Assistant Secretary tax authority of Seller, the State of Delaware dated as of a recent date as to the good standing of each of the Seller and Parent; and (b) a certificate of the secretary of each of the Seller and the Parent dated as of the Closing Date, certifying substantially to the effect Date and certifying: (A) that attached thereto is a true and complete copy of the By-Laws certificate of Seller incorporation of such person as in effect on the date of such certification; (B) that attached thereto are is a true and complete copies copy of resolutions adopted by Seller’s Board the board of Directors and stockholders directors of such person authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Documents; (C) that the Articles certificate of Incorporation incorporation of Seller have such person has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ai)(B) above; and (D) as to the incumbency and specimen signature of any each officer of Seller such person executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certificate certification by another officer of Seller such person as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). .

Appears in 1 contract

Sources: Asset Purchase Agreement (Atc Healthcare Inc /De/)

Supporting Documents. On or prior to the Closing Date, Buyer -------------------- Seller, the Company and its their counsel shall have received copies of the following supporting documents: (A1) The copies of the Articles of Incorporation of Seller Buyer, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa Delaware and (B2) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of Seller Buyer and (if available in the state of incorporation of Seller) listing all documents of Seller Buyer on file with said Secretary; and (ii) certificates a certificate of the Secretary or an Assistant Secretary of Seller, Buyer dated the Closing Date, Date and certifying substantially to the effect (A1) that attached thereto is a true and complete copy of the By-Laws laws of Seller Buyer as in effect on the date of such certificationcertification and at all times since December 31, 1998; (B2) that attached thereto are is a true and complete copies copy of all resolutions adopted by Seller’s the Board of Directors and stockholders of Buyer authorizing the execution, delivery and performance of this Agreement and that all such resolutions are still in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Articles Certificate of Incorporation of Seller have Buyer has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ai) (2) above; and (D4) as to the incumbency and specimen signature of any each officer of Seller Buyer executing any certificate or instrument furnished pursuant hereto, this Agreement and a certificate certification by another officer of Seller Buyer as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents shall be reasonably satisfactory in form and substance to Seller and its counsel.

Appears in 1 contract

Sources: Stock Purchase Agreement (Jwgenesis Financial Corp /)