Supporting Documents. The Purchasers at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.; (2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers; (3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and (5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Communication Intelligence Corp)
Supporting Documents. The Purchasers at the Closing Medtronic and its counsel shall have received copies of the followingfollowing documents:
(1a) A a certificate of the Secretary of State of the State of Delaware dated as of a date within five days prior to the Closing Date as to the good standing certificate of the Company and CIC Acquisition Corp.the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary of State, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1;
(2b) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the Company, Secretary of the Company dated as of the Closing Date, in Date certifying: (i) that the Company's Certificate of Incorporation and Bylaws have not been amended since the date of the copies thereof previously delivered to Medtronic; (ii) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery delivery, and performance of this Agreement and the other Transaction Documents issuance, sale, and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate Purchased Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (iii) to the incumbency and specimen signature of Incorporation and By-laws each officer of the CompanyCompany executing this Agreement, certified the stock certificates representing the Purchased Shares, and any certificate or instrument furnished pursuant hereto, and a certification by the Secretary another officer of the CompanyCompany as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (b); and
(5c) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andas Medtronic or its counsel reasonably may request.
Appears in 3 contracts
Sources: Investment Agreement (Bionabraska Inc), Investment Agreement (Bionebraska Inc), Investment Agreement (Bionebraska Inc)
Supporting Documents. The Purchasers Lenders at the Closing shall have received the following:
(1) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the PurchasersLenders;
(3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andand (4) above and (B) further certifying that the Certificate of Designation (Series B) delivered to the Lenders at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.
Appears in 3 contracts
Sources: Exchange Agreement (Phoenix Venture Fund LLC), Exchange Agreement (Phoenix Venture Fund LLC), Exchange Agreement (Communication Intelligence Corp)
Supporting Documents. The Purchasers at the Closing Buyer shall have received from the Sellers the following:
(1a) One or more certificates of the Secretary of State of the State of Ohio dated as of a recent date as to the due incorporation or organization and good standing of the Sellers;
(b) To the extent applicable, one or more certificates of officials from the jurisdictions listed on Schedule 3.1 hereto as to the good standing of the Sellers in such jurisdictions;
(c) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of each of the Sellers dated the Closing DateDate and certifying (i) that attached thereto are true, in a form satisfactory to the Purchasers;
(3) Copies of resolutions complete and correct copies of the Board certificates of incorporation and by-laws of the Sellers, each as amended to and as in effect on the date of such certification, (ii) that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Boards of Directors and shareholders of the Company (the “Board”)Sellers, certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) authorizing the execution, delivery and performance by the Sellers of this Agreement and the sale and transfer of the Purchased Assets, as in effect on the date of such certification, and (iii) as to the incumbency and signatures of those officers of the Sellers executing any instrument or other Transaction Documents and all other documents and instruments to be document delivered pursuant hereto and theretoin connection with such transactions;
(4d) Copy Uniform Commercial Code Search Reports on Form UCC-11 with respect to each of the Certificate Sellers from the states and local jurisdictions where the principal places of Incorporation and By-laws business of the Company, certified by Sellers and the Secretary of the CompanyPurchased Assets are located; and
(5e) A certificate of incumbency executed by Such reasonable additional supporting documents and other information as the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andBuyer or its counsel may reasonably request.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Kemp Schaeffer Rowe & Lardiere)
Supporting Documents. The At the Closing, the Purchasers at the Closing shall have received copies of the followingfollowing documents:
(1a) A good standing (i) the Charter, certified as of a recent date by the Secretary of State of the State of Delaware and (ii) a certificate of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company, and listing all documents of the Company on file with said Secretary; and
(b) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, in Date and certifying: (i) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors (the "Company Board") or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, the issuance, sale, delivery, and performance of the Notes and the other Transaction Documents Warrants, and the reservation, issuance and delivery of the Warrant Shares upon the exercise of the Warrants, and that all other documents such resolutions are in full force and instruments effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (ii) that the Charter has not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (a)(ii) above; and thereto;
(4iii) Copy the incumbency and specimen signature of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary each officer of the Company (A) certifying executing this Agreement, the namesNotes, titles and signatures the Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the officers authorized Company as to execute the documents incumbency and signature of the officer signing the certificate referred to in subparagraphs this clause (3) andb);
Appears in 2 contracts
Sources: Securities Purchase Agreement (Intracel Corp), Securities Purchase Agreement (Intracel Corp)
Supporting Documents. The Purchasers at At the Closing Closing, the Purchaser and its counsel shall have received copies of the followingfollowing documents:
(1i) A good standing the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company and CIC Acquisition Corp.listing all documents of the Company on file with said Secretary;
(2b) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date, Date and certifying: (i) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (ii) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, the issuance, sale and delivery of the other Transaction Documents Series A-2 Preferred and that all other documents such resolutions are in full force and instruments effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (iii) that the Charter has not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (a)(ii) above, except as contemplated by Exhibit A; and thereto;
(4iv) Copy to the incumbency and specimen signature of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary each officer of the Company (A) certifying the names, titles and signatures executing this Agreement or any of the officers authorized stock certificates representing the Series A-2 Preferred and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to execute the documents referred to in subparagraphs (3) andthe
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Intracel Corp), Preferred Stock Purchase Agreement (Intracel Corp)
Supporting Documents. The Purchasers at As of the Closing Date, Purchaser and its counsel shall have received copies of the followingfollowing documents:
(1i) A (A) the Charter, certified as of a recent date by the Secretary of State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and listing all documents of the Company on file with said Secretary and a certificate of said Secretary as to the good standing of the Company; and
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, ’s Secretary dated as of the Closing Date, certifying: (A) that attached thereto is a true, correct and complete copy of the Bylaws as in effect on the date of such certification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true, correct and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement each of the Transaction Documents, the issuance, sale and delivery of the other Common Shares, and that all such resolutions are in full force and effect, have not been amended, modified or rescinded and are the only resolutions adopted in connection with the transactions contemplated by the Transaction Documents and all other documents and instruments Documents; (C) that the Charter has not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i)(A) above; and thereto;
(4D) Copy to the incumbency and specimen signature of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary each officer of the Company (A) certifying the names, titles and signatures executing any of the officers Transaction Documents, the stock certificates representing the Common Shares and any certificate or instrument furnished pursuant thereto, and a certification by another authorized officer of the Company as to execute the documents incumbency and signature of the officer signing the certificate referred to in subparagraphs this clause (3) andii).
Appears in 2 contracts
Sources: Subscription Agreement (America Capital Energy Corp), Subscription Agreement (Crimson Exploration Inc.)
Supporting Documents. The Purchasers at the Closing Such Purchaser shall have received copies of the following:following supporting documents (in form and substance satisfactory to such Purchaser):
(1i) A certificates of the Secretary of State of the State of Delaware, dated as of a recent date as to the due incorporation or organization and good standing certificate of the Company and CIC Acquisition Corp.listing all documents of the Company on file with said Secretary;
(2ii) An opinion a telegram, telex or other acceptable method of confirmation from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel said Secretary as of the close of business on the next business day preceding the date of the First Closing as to the continued good standing of the Company;
(iii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3) Copies of resolutions date of the Board First Closing and certifying: (1) that attached thereto is a true, correct and complete copy of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy each of the Certificate of Incorporation and By-laws Laws as in effect on the date of such certification (each of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of the CompanyCompany authorizing the execution, certified by the Secretary delivery and performance of the CompanyDocuments and the issuance, sale, and delivery of the Preferred Shares, and that all such resolutions are still in full force and effect; (3) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) above; and (4) the incumbency and specimen signature of all officers of the Company executing the Documents, the stock certificates representing the Preferred Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii); and
(5iv) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andas such Purchaser may reasonably request.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ixl Enterprises Inc), Securities Purchase Agreement (Ixl Enterprises Inc)
Supporting Documents. The Purchasers at the Closing shall have received the following:
(1) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel On or prior to the Company, dated as of the Closing Date, in the Lender shall have received (i) a form satisfactory to certificate of good standing for the Purchasers;
Companies from the secretary of state of the states of their organizational jurisdiction dated as of a recent date; (3ii) Copies certified copies of the charter documents of the Companies, (iii) a certificate of an authorized officer of each Company dated the Closing Date and certifying: (x) that the charter documents of such Person have not been amended since the date of their certification (or if there has been any such amendment, attaching a certified copy thereof); (y) that attached thereto is a true and complete copy of resolutions of adopted by the Board of Directors of each of the Company (the “Board”), certified Companies and by the Secretary board of the Company, directors or other governing body or Persons of each Domestic Subsidiary authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement each Loan Document to which it is a party, the borrowings and other extensions of credit hereunder; and (z) the incumbency and specimen signature of each officer of each Company and of each officer or other Transaction Documents authorized Person of each Domestic Subsidiary executing each Loan Document to which any Company or any Domestic Subsidiary of any Company is a party and all any certificates or instruments furnished pursuant hereto or thereto, and a certification by another officer of each Company and each Domestic Subsidiary as to the incumbency and signature of the Secretary or Assistant Secretary of such Company and each such Domestic Subsidiary; and (iv) such other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy of as the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andLender may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Aceto Corp), Credit Agreement (Aceto Corp)
Supporting Documents. The Purchasers Investor and their special counsel shall have received copies of the following documents:
(a) a copy of the Charter and the by-laws of the Company, certified as of a recent date by a Notary Public;
(b) a certificate of the Secretary of the Company dated at the Closing shall have received the following:
Date and certifying: (1i) A good standing certificate that attached thereto is a true and complete copy of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3) Copies of all resolutions of adopted by the Board of Directors and the partners of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Partners Agreement; the issuance and delivery of Class A and Class B shares as provided in Section 1.1 hereof, and that all such resolutions are in full force and effect and all other documents were adopted in connection with the transactions contemplated by this Agreement, and instruments to be the Partners Agreement; (ii) that the Company's and each of the Predecessors' by-laws have not been amended since the date of the certificate delivered pursuant hereto to paragraph (a) above; and thereto;
(4iii) Copy to the incumbency and specimen signature of each officer of the Certificate of Incorporation Company executing this Agreement and By-laws the Partners Agreement, the shares representing Class A and Class B shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this paragraph (b); and
(5c) A certificate certified copies of incumbency executed the authorizations issued by the Secretary Mexican Competition Commission (Comision Federal de Competencia), the Ministry of Interior (Secretaria de Gobernacion), and the Company Ministry of Communications and Transportations (ASecretaria de Comunicaciones y Transportes) certifying in connection with the names, titles and signatures transfers of the officers authorized to execute the documents referred to in subparagraphs (3) andownership contemplated by this Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Lojack Corp)
Supporting Documents. The Purchasers at the Closing shall have received the following:
(1) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel On or prior to the Company, dated as of the Closing Date, in the Company shall have received copies of the following supporting documents:
(i) (1) the charter documents of Sunrise, certified as of a form satisfactory recent date by the Secretary of State of the State of Georgia; and (2) a certificate of the Secretary of State or other appropriate official of the State of Georgia as to the Purchasersdue incorporation and existence of such corporation, and listing all documents on file with said official;
(ii) a certificate of the Secretary or an Assistant Secretary of Sunrise, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Charter and By-laws of Sunrise as in effect on the date of such certification; (2) that the Charter of such corporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; (3) Copies that attached thereto is a true and complete copy of the resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Companysuch corporation, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Other Agreements to which such corporation is a party and all other documents the consummation of the transactions contemplated hereby and instruments to be delivered pursuant hereto thereby; and thereto;
(4) Copy as to the incumbency and specimen signature of each officer of Sunrise executing this Agreement, any Other Agreement, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of said corporation as to the incumbency and signature of the Certificate of Incorporation and By-laws of officer signing the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs this paragraph (3ii); and (iii) andsuch additional supporting documents and other information with respect to the operations and affairs of Sunrise as the Company or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to the Company and its counsel.
Appears in 1 contract
Supporting Documents. The Purchasers at On or prior to the Closing Date, Sellers and its counsel shall have received copies of the followingfollowing supporting documents:
(1) A good standing the charter documents of the Company certified as of a recent date by the Secretary of State of the State of Delaware; and (2) a certificate of the Company Secretary of State or other appropriate official of the State of Delaware as to the due incorporation and CIC Acquisition Corp.good standing of the Company, and listing all documents on file with said official;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the Secretary of an Assistant Secretary of the Company, dated as the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Closing Date, Certificate of Incorporation and By-laws of the Company as in a form satisfactory effect on the date of such certification; (2) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the Purchasers;
certificate delivered pursuant to clause (i)(2) above; (3) Copies that attached thereto is a true and complete copy of the resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Other Agreements to which the Company is a party and all other documents the consummation of the transactions contemplated hereby and instruments to be delivered pursuant hereto thereby; and thereto;
(4) Copy as to the incumbency and specimen signature of each officer of the Certificate of Incorporation Company executing this Agreement, any Other Agreement, and By-laws any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this paragraph (ii); and
(5iii) A certificate such additional supporting documents and other information with respect to the operation and affairs of incumbency executed by the Secretary of the Company (A) certifying the names, titles as Sellers or its counsel may reasonably request. All such document shall be reasonably satisfactory in form and signatures of the officers authorized substance to execute the documents referred to in subparagraphs (3) andSellers and their counsel.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Purchaser shall have received the following:
(1) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3i) Copies of resolutions of the Board of Directors and the stockholders of the Company (the “Board”)Seller, certified by the Secretary of the Companyif required, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) Documents and the appointment sale of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction DocumentsMembership Interests, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4ii) Copy Copies of resolutions of the Certificate of Incorporation managers and By-laws the members of the Company, certified by if required, authorizing and approving this Agreement and the Secretary of the Company; andTransaction Documents, and all other documents and instruments to be delivered pursuant hereto and thereto;
(5iii) A certificate of incumbency executed by the Secretary of the Company Seller, in the form of Exhibit F annexed hereto, certifying (A) certifying the names, titles and signatures of the officers authorized to execute this Agreement and the documents referred Transaction Documents, on behalf of the Seller; (B) the resolutions described in subparagraph (i) above; (C) the Certificate of Incorporation and By-Laws of the Seller; and (D) the certification required pursuant to the provisions of Section 6.01(c) hereof; and
(iv) A certificate executed by the Secretary of the Company, in subparagraphs the form of Exhibit G annexed hereto, (3A) andthe names, titles and signatures of the officers authorized to execute this Agreement and the Transaction Documents, on behalf of the Company; (B) the resolutions described in subparagraph (ii) above; and (C) the Articles of Organization and Operating Agreement of the Company.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Wako Logistics Group Inc)
Supporting Documents. The Purchasers at the Closing Purchaser and its counsel shall have received copies of the followingfollowing documents:
(1i) A good standing a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Secretary of State of the CompanyState of Delaware, dated as of the Closing Date, in a form satisfactory recent date as to the Purchasersdue incorporation and good standing of the Company;
(3ii) Copies a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that the Certificate of Incorporation attached to this Agreement is a true and complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (ii)(A) above; (C) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (D) that attached thereto is a true and complete copy of all resolutions of adopted by the Board of Directors or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, and the other Transaction Documents issuance, sale and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate Convertible Debentures and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (E) to the incumbency and specimen signature of Incorporation and By-laws each officer of the CompanyCompany executing this Agreement, certified the Convertible Debentures and any certificate or instrument furnished pursuant hereto, and a certification by the Secretary another officer of the CompanyCompany as to the incumbency and signature of the officer signing the certificate referred to in this subparagraph 6.01(g)(ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchaser or its counsel reasonably may request.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Supporting Documents. The Purchasers at Investors and counsel to the Closing Investors -------------------- shall have received copies of the followingfollowing documents:
(1i) A (A) the Certificate of Incorporation, certified as of a recent date by the Secretary of State of the State of Connecticut and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company.
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors or the shareholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents the reservation, issuance and instruments delivery of the shares of Common Stock to be delivered pursuant hereto issued upon exercise of the Warrants, and thereto;
that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Documents; (4C) Copy of that the Certificate of Incorporation and By-laws have not been amended since the date of the Company, certified by last amendment referred to in the Secretary certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the CompanyCompany executing any of the Transaction Documents, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of Investors or counsel to the officers authorized to execute the documents referred to in subparagraphs (3) andInvestors reasonably may reasonably request.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing and their counsel shall have received copies of the followingfollowing documents:
(1i) A (A) the Charter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors or the shareholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, the issuance, sale and delivery of the Notes and Warrants and the other Transaction Documents reservation, issuance and delivery of the Warrant Shares, and that all other documents such resolutions are in full force and instruments effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Charter has not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i)(B) above; and thereto;
(4D) Copy to the incumbency and specimen signature of each officer of the Certificate Company executing any of Incorporation this Agreement, the Notes and By-laws Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this clause (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchasers or their counsel reasonably may request.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Investor and its counsel shall have received copies of the followingfollowing documents:
(1i) A good standing (A) the Certificate of Incorporation, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of such Secretary dated as of a recent date as to the existence of the Company;
(ii) a Certificate of the President of the Company as to satisfaction of the conditions sets forth in Section 5.02(a) and 5.02(b);
(iii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Other Transaction Documents and that all other documents such resolutions are in full force and instruments to be delivered pursuant hereto effect and thereto;
are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (4C) Copy that the Certificate of Incorporation has not been amended since the date of the Certificate of Incorporation delivered pursuant to clause (d)(i) above; and By-laws (D) to the incumbency and specimen signature of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary each officer of the Company (A) certifying the names, titles and signatures executing on behalf of the officers authorized Company any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to execute the documents incumbency and signature of the officer signing the certificate referred to in subparagraphs this clause (3) iii); and
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing shall have received copies of the followingfollowing documents:
(1i) A (A) the Articles of Incorporation of the Company, as amended, certified as of a recent date by the Secretary of State of the State of Georgia, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company, and listing all documents of the Company on file with said Secretary;
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, Date certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors and/or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery delivery, and performance of this Agreement Agreement, the issuance, sale, and delivery of the Series A Shares and the other Transaction Documents reservation, issuance and delivery of the Conversion Shares and that all other documents such resolutions are in full force and instruments effect, and are all the resolutions adopted in connection with the foregoing agreements and the transactions contemplated thereby; (C) that the Articles of Incorporation have not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i)(B) above; and thereto;
(4D) Copy to the incumbency and specimen signature of each officer of the Certificate of Incorporation Company executing this Agreement, and By-laws any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this clause (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchasers reasonably may request.
Appears in 1 contract
Supporting Documents. The Purchasers at On or prior to the Closing Date, the Company and its counsel shall have received copies of the followingfollowing supporting documents:
(1) A good standing the charter documents of Horizon, certified as of a recent date by the Security of State of the State of Tennessee; and (2) a certificate of the Company Secretary of State or other appropriate official of the State of Tennessee as to the due incorporation and CIC Acquisition Corp.existence of such corporation, and listing all documents on file with said official;
(ii) a certificate of the Secretary or an Assistant Secretary of Horizon, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Charter and By-laws of Horizon as in effect on the date of such certification; (2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to that the Company, dated as Charter of such corporation has not been amended since the date of the Closing Date, last amendment referred to in a form satisfactory the certificate delivered pursuant to the Purchasers;
clause (i) (2) above; (3) Copies that attached thereto is a true and complete copy of the resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Companysuch corporation, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Other Agreements to which such corporation is a party and all other documents the consummation of the transactions contemplated hereby and instruments to be delivered pursuant hereto thereby; and thereto;
(4) Copy as to the incumbency and specimen signature of each officer of Horizon executing this Agreement, any Other Agreement, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of said corporation as to the incumbency and signature of the Certificate of Incorporation and By-laws of officer signing the Company, certified by the Secretary of the Companycertificate referred to in this paragraph (ii); and
(5iii) A certificate such additional supporting documents and other information with respect to the operations and affairs of incumbency executed by the Secretary of Horizon as the Company (A) certifying or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to the names, titles Company and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andits counsel.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Investor and its counsel shall have -------------------- received copies of the following:following documents at each Closing (except as otherwise noted):
(1a) A good standing the Articles certified as of a recent date prior to the Initial Closing by the Secretary of State of the State of Florida, and (b) a certificate of said Secretary dated as of a recent date prior to the Initial Closing as to the existence of the Company, ICN and ICNI;
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Initial Closing Date, Date and certifying: (a) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (b) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Collateral Agreements, the designation, issuance, sale and delivery of the Preferred Shares and Warrants and the reservation, issuance and delivery of the Conversion Shares and Warrant Shares, and (c) that all other documents such resolutions are in full force and instruments to be effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (d) that the Articles have not been amended since the date of the certificate delivered pursuant hereto and thereto;
to clause (4i)(b) Copy above (a certificate of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary or an Assistant Secretary of the CompanyCompany dated as of the Second Closing Date and the Third Closing Date, respectively, certifying only as to the matters discussed in (ii) (c) and (ii) (d) above shall be delivered on the Second Closing Date and Third Closing Date, respectively); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andInvestor or its counsel may reasonably request.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing shall have received the following:
(1) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel On or prior to the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3) Copies of resolutions Acquiror and its counsel shall have received copies of the Board of Directors of the Company following supporting documents: (the “Board”)i) a true and complete copy, certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendmentresolutions duly and validly adopted by the Board of Directors of the Company, evidencing its authorization of the Certificate execution of Designation (Series B) this Agreement; and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by hereby; (ii) a certificate from the Secretary of the Company, certifying the names and signatures of the officers of the company authorized to sign this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
hereto; (4iii) Copy a copy of (x) the Certificate of Incorporation of the Company and all amendments thereto, as of a date not earlier than ten business days prior to the Closing Date, and accompanied by a certificate of the Secretary of the Company dated as of the Closing Date, stating that no amendments have been made to the Certificate of Incorporation since the date so certified, and (y) the By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary Company as of the Closing Date; (iv) a Due incorporation and Good Standing Certificate for the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andfrom
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing and their counsel shall have received copies of the followingfollowing documents:
(1i) A (A) the Charter, certified as of a recent date by the Secretary of State of the State of Delaware and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; and
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors or the stockholders of the Company (authorizing an increase in the “Board”)authorized capital stock, certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement the Transaction Documents, the issuance, sale and delivery of the Convertible Debentures and the other reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Documents; (C) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of the Transaction Documents and all other documents any certificate or instrument furnished pursuant hereto, and instruments to be delivered pursuant hereto and thereto;
(4) Copy of the Certificate of Incorporation and By-laws of the Company, certified a certification by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary another officer of the Company (A) certifying as to the names, titles incumbency and signatures signature of the officers authorized to execute officer signing the documents certificate referred to in subparagraphs this clause (3) andii).
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Kennedy Wilson Inc)
Supporting Documents. The Purchasers at On or prior to the Closing Date, -------------------- Fiserv and Buyer shall have received copies of the followingfollowing supporting documents:
(1) A copies of the Articles of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Iowa and (2) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing certificate of the Company and CIC Acquisition Corp.listing all documents of the Company on file with said Secretary;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to certificates of the Secretary or an Assistant Secretary of the Company, as appropriate, dated as the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Closing DateBy-laws of the Company as in effect on the date of such certification and at all times since January 1, in 1995; (2) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and that all such resolu- tions are still in full force and effect and are all the other Transaction Documents and all other documents and instruments resolutions adopted in connection with the transactions contemplated by this Agreement; (3) that the Articles of Incorporation of the Company have not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i) (2) above; and thereto;
(4) Copy as to the incumbency and specimen signature of each officer of the Certificate of Incorporation Company executing this Agreement and By-laws any certificate or instrument furnished pursuant hereto, and a certificate by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this paragraph (ii); and
(5iii) A a certificate of incumbency executed by the Secretary of JWGFC, Seller and the Company to the effect that the condition hereto set forth in paragraph (Ag) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andhereof has been satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Jwgenesis Financial Corp /)
Supporting Documents. The Purchasers at On or prior to the Closing Date, the Designated Representative shall have received copies of the followingfollowing supporting documents:
(1i) A a copy of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware;
(ii) a certificate of good standing certified by the Secretary of State of the State of Delaware; and
(iii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Secretary of the Company, dated as the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Closing Date, Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments agreements to be delivered pursuant hereto executed by the Company under this Agreement, the issuance, sale, and thereto;
delivery of the Series A Preferred Stock and Warrants, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (4C) Copy of that the Certificate of Incorporation and By-laws of the Company, certified by Company has not been amended since the Secretary date of the Companylast amendment referred to in the certificate delivered pursuant to clause (A) above; and
and (5D) A certificate the incumbency and specimen signature of incumbency each officer of the Company executing this Agreement and the other agreements to be executed by the Secretary of Company under this Agreement, the Company (A) certifying stock certificate or certificates representing the names, titles Series A Preferred Stock and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andWarrants and any certificate or instrument furnished pursuant hereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Solomon Technologies Inc)
Supporting Documents. The Purchasers at On or prior to the Closing Date, the Company and its counsel shall have received copies of the followingfollowing supporting documents:
(1) A good standing the charter documents of LHS, SHS and NFI, certified as of a recent date by the Secretary of State of the State of Tennessee; and (2) a certificate of the Company Secretary of State or other appropriate official of the State of Tennessee as to the due incorporation and CIC Acquisition Corp.existence of such corporation, and listing all documents on file with said official;
(ii) a certificate of the Secretary or an Assistant Secretary of LHS, SHS and NFI, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Charter and By-laws of such corporation as in effect on the date of such certification; (2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to that the Company, dated as Charter of such corporation has not been amended since the date of the Closing Date, last amendment referred to in a form satisfactory the certificate delivered pursuant to the Purchasers;
clause (i)(2) above; (3) Copies that attached thereto is a true and complete copy of the resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Companysuch corporation, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Transition Agreements to which such corporation is a party and all other documents the consummation of the transactions contemplated hereby and instruments to be delivered pursuant hereto thereby; and thereto;
(4) Copy as to the incumbency and specimen signature of each officer of such corporation executing this Agreement, any Additional Agreement, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of said corporation as to the incumbency and signature of the Certificate of Incorporation and By-laws of officer signing the Company, certified by the Secretary of the Companycertificate referred to in this paragraph (ii); and
(5iii) A certificate such additional supporting documents and other information with respect to the operations and affairs of incumbency executed by the Secretary any member of the Acquired Group as the Company (A) certifying or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to the names, titles Company and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andits counsel.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Purchaser shall have received the following:
(1) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3a) Copies of resolutions of the Board boards of Directors directors of the Company (Seller and the “Board”)Company, as the case may be, certified by the Secretary or other authorized officer of the Seller or the Company, as the case may be, authorizing and approving (A) the filing of the Charter Amendmentapproving, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller or the Company, as the case may be, is a party and all other documents and instruments to be delivered pursuant hereto and thereto;
(4b) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate Certificates of incumbency executed by the Secretary of the Company Seller or the Company, as the case may be, (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred Transaction Documents to be executed by the Seller or the Company, as the case may be, and (B) further certifying that the certificate of incorporation, certificate of formation and bylaws of the Seller and the Company, as the case may be, delivered to the Purchaser at the time of the execution of this Agreement have been validly adopted and have not been amended or modified;
(c) Certificates of good standing with respect to the Seller and the Company issued by the jurisdiction of organization and copies of the respective certificates of incorporation or formation of the Seller and the Company each certified by the Secretary of State of the State of Delaware; and
(d) Certificate of Non-Foreign Status with respect to the Seller, in subparagraphs (3) anda form satisfactory to the Purchaser, in compliance with the requirements of Section 1445 of the Code.
Appears in 1 contract
Sources: Securities Purchase Agreement (Rare Medium Group Inc)
Supporting Documents. The Purchasers at the Closing Such Purchaser shall have received copies of the following:following supporting documents (in form and substance satisfactory to such Purchaser):
(1i) A certificates of the Secretary of State of the State of Delaware, dated as of a recent date as to the due incorporation or organization and good standing certificate of the Company and CIC Acquisition Corp.listing all documents of the Company on file with said Secretary;
(2ii) An opinion a telegram, telex or other acceptable method of confirmation from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel said Secretary as of the close of business on the next business day preceding the date of the Second Closing as to the continued good standing of the Company;
(iii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3) Copies of resolutions date of the Board Second Closing and certifying: (1) that attached thereto is a true, correct and complete copy of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy each of the Certificate of Incorporation and By-laws Laws as in effect on the date of such certification (each of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of the CompanyCompany authorizing the execution, certified by the Secretary delivery and performance of the CompanyDocuments and the issuance, sale, and delivery of the Preferred Shares, and that all such resolutions are still in full force and effect; (3) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) above; and (4) the incumbency and specimen signature of all officers of the Company executing the Documents, the certificates representing the Preferred Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii); and
(5iv) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andas such Purchaser may reasonably request.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ixl Enterprises Inc)
Supporting Documents. The Purchasers at the Closing Investor and its counsel shall have received copies of the followingfollowing documents:
(1i) A good standing (A) the Certificate of Incorporation, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of such Secretary dated as of a recent date as to the existence of the Company;
(ii) a certificate of the President of the Company as to satisfaction of the conditions set forth in Sections 5.01(a) and CIC Acquisition Corp.5.01(b);
(2iii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as a certificate of the Secretary or an Assistant Secretary of the Company dated the Initial Closing Date, Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors and/or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Other Transaction Documents (including the issuance, sale and delivery of the Note and the Initial Preferred Shares), the transactions contemplated hereby and thereby and the reservation, issuance and delivery of the Conversion Shares, and that all other documents such resolutions are in full force and instruments to be delivered pursuant hereto effect and thereto;
are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (4C) Copy that the Certificate of Incorporation has not been amended since the date of the Certificate of Incorporation delivered pursuant to clause (d)(i) above; and By-laws (D) to the incumbency and specimen signature of each officer of the Company, certified by the Secretary Company executing on behalf of the CompanyCompany this Agreement, the Other Transaction Documents and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii); and
(5iv) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andInvestor or its counsel reasonably may request.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing and their counsel shall have received copies of the followingfollowing documents:
(1A) A good standing the Articles Supplementary, certified by the Maryland State Department of Assessments & Taxation and (B) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the CompanyMaryland State Department of Assessments & Taxation, dated as of the Closing Datea recent date, in a form satisfactory as to the Purchasersdue incorporation and good standing of the Company;
(3ii) Copies a certificate of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing dated the Closing Date and approving certifying: (A) that attached thereto is a true and complete copy of the By-Laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Board") the Company authorizing the execution, delivery and performance of this Agreement, the Articles Supplementary and the Registration Rights Agreement, the filing of the Charter AmendmentArticles Supplementary with the Maryland State Department of Assessments & Taxation, the Certificate issuance and delivery of Designation (Series B) the Preferred Shares and Initial Warrant and the Amended reservation of the applicable Conversion Shares, and Restated Certificate of Designation (Series A-1), (B) that all such resolutions are in full force and effect and that the consummation of same are all resolutions adopted in connection with the transactions contemplated by this Agreement and the other Transaction Documents, Registration Rights Agreement; and (C) to the appointment incumbency and specimen signature of each officer of the Series B Directors upon consummation Company executing this Agreement, the Articles Supplementary, the Registration Rights Agreement, the certificates representing the Preferred Shares, the Initial Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the transactions contemplated by this Agreement and Company as to the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy incumbency of the Certificate of Incorporation and By-laws of officer signing the Company, certified by the Secretary of the Companycertificate referred to in this clause (c); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchasers or their counsel reasonably may request.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Chesapeake Biological Laboratories Inc)
Supporting Documents. (a) The Purchasers at Company shall have delivered to the Closing Investor an opinion of counsel in form and content reasonably satisfactory to the Investor.
(b) The Investor and their counsel shall have received copies of the followingfollowing documents:
(1i) A good standing a certificate of the Secretary of State of the state of incorporation of the Company and CIC Acquisition Corp.each of its Affiliates dated as of a date within three days prior to the Closing Date as to the corporate existence of the Company and each of its Affiliates and listing all documents of the Company and each of its Affiliates on file with such Secretary of State;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the Secretary of the Company dated the Closing Date and certifying: (A) the Company, dated as ’s and each GeoPharma Entity’s then-current Articles of the Closing Date, in Incorporation and Bylaws; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”)and, certified by the Secretary of the Companyas applicable, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the any other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) GeoPharma Entity)authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents Documents, and all other documents the issuance, sale and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate Purchased Securities and the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Transaction Documents; and (C) to the incumbency and specimen signature of Incorporation and By-laws each officer of the CompanyCompany and, certified as applicable, any other GeoPharma Entity executing this Agreement, the Transaction Documents, and any certificate or instrument furnished pursuant hereto, and a certification by the Secretary another officer of the CompanyCompany and, as applicable, any other GeoPharma Entity as to the incumbency and signature of the officer signing the certificate referred to in this subsection (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying and each other GeoPharma Entity as the names, titles and signatures of Investor or the officers authorized to execute the documents referred to in subparagraphs (3) andInvestor’s counsel reasonably may request.
Appears in 1 contract
Sources: Secured Convertible Note Purchase Agreement (GeoPharma, Inc.)
Supporting Documents. The Purchasers at On or prior to the Closing Date, LHS and its counsel shall have received copies of the followingfollowing supporting documents:
(1) A good standing the charter documents of the Company certified as of a recent date by the Secretary of State of the State of Delaware; and (2) a certificate of the Company Secretary of State or other appropriate official of the State of Delaware as to the due incorporation and CIC Acquisition Corp.good standing of the Company, and listing all documents on file with said official;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the Secretary or an Assistant Secretary of the Company, dated as the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Closing Date, Certificate of Incorporation and By-laws of the Company as in a form satisfactory effect on the date of such certification; (2) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the Purchasers;
certificate delivered pursuant to clause (i)(2) above; (3) Copies that attached thereto is a true and complete copy of the resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Transition Agreements to which the Company is a party and all other documents the consummation of the transactions contemplated hereby and instruments to be delivered pursuant hereto thereby; and thereto;
(4) Copy as to the incumbency and specimen signature of each officer of the Certificate of Incorporation Company executing this Agreement, any Additional Agreement, and By-laws any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this paragraph (ii); and
(5iii) A certificate such additional supporting documents and other information with respect to the operation and affairs and capitalization of incumbency executed by the Secretary of the Company (A) certifying the names, titles as LHS or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and signatures of the officers authorized substance to execute the documents referred to in subparagraphs (3) andLHS and its counsel.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing ICG shall have received copies of -------------------- the followingfollowing documents:
(1A) A the Certificate of Limited Partnership of the Partnership and the Certificate of Formation of the General Partner, certified as of a date not less than five business days prior to the Closing Date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of such date as to the good standing of the Partnership and the General Partner, the payment of all excise taxes by the Partnership and the General Partner, and listing all documents of the Partnership or the General Partner on file with said Secretary; and
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary of the Partnership and the General Partner dated the Closing Date, in Date certifying: (A) that attached thereto is a form satisfactory to true and complete copy of all resolutions adopted by the Purchasers;
(3) Copies of resolutions of General Partner and the Board of Directors of the Company (General Partner authorizing the “Board”)execution, certified by the Secretary delivery and performance of the Companythis Agreement, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1)Partnership Agreement, (B) the consummation of Amended and Restated Operating Agreement and the other agreements and instruments contemplated hereby and thereby, and that all such resolutions are in full force and effect and are the only resolutions adopted in connection with the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Amended and Restated Partnership Agreement and the other Transaction Documents, (D) the By-law Amendment Amended and Restated Operating Agreement; and (EB) to the executionincumbency and specimen signature of each officer of the General Partner executing this Agreement, delivery the Amended and performance of this Restated Partnership Agreement, the Amended and Restated Operating Agreement and the other Transaction Documents and all other documents and instruments to be delivered any certificate or instrument furnished pursuant hereto or thereto, and thereto;
(4) Copy of the Certificate of Incorporation and By-laws of the Company, certified a certification by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary another officer of the Company (A) certifying as to the names, titles incumbency and signatures signature of the officers authorized to execute officer signing the documents certificate referred to in subparagraphs this clause (3) andB).
Appears in 1 contract
Sources: Securities Purchase Agreement (Internet Capital Group Inc)
Supporting Documents. The Purchasers at On or prior to the Closing shall have Effective Date, ASI has received copies of the followingfollowing supporting documents:
(1i) A (A) copies of the Articles of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of Texas and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing certificate of the Company and CIC Acquisition Corp.;
(2if available in Texas) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3) Copies of resolutions of the Board of Directors listing all documents of the Company on file with said Secretary; and
(ii) certificates of the “Board”), certified by the Secretary or an Assistant Secretary of the Company, authorizing dated the Effective Date and approving certifying substantially to the effect (A) the filing that attached thereto is a true and complete copy of the Charter AmendmentBy-laws of the Company as in effect on the date of such certification and at all times since December 31, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), 1997; (B) that attached thereto is a true and complete copy of resolutions adopted by the consummation Board of Directors and the Shareholders of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) 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 the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
resolutions adopted in connection with the transactions contemplated by this Agreement; (4C) Copy of that the Certificate Articles of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary of the Company (A) certifying have not been amended since the names, titles and signatures date of the officers authorized to execute the documents last amendment referred to in subparagraphs the certificate (3if any) anddelivered pursuant to clause (B) above; and (D) as to the incumbency and specimen signature of each officer of the Company executing this Agreement and any certificate or instrument furnished pursuant to this Agreement, and a certificate by another officer of the Company as to the incumbency and signature of the officer signing the certificates referred to in this paragraph (ii).
Appears in 1 contract
Supporting Documents. The Purchasers at Company and the Closing Sellers shall have received delivered to the following:
Buyer a certificate (1i) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Secretary of State of the Company, State of Delaware dated as of the Closing Date, in a form satisfactory to the Purchasers;
Date or within three (3) Copies of resolutions business days prior to the Closing Date, certifying as to the legal existence and good standing of the Board Company; and (ii) of Directors the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the “Board”), certified by the Secretary certificate of incorporation of the Company, authorizing as in effect on the date of such certification; (x) that attached thereto is a true and approving (A) the filing complete copy of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation by-laws of the transactions contemplated Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of adopted by this Agreement and the other Transaction Documentsboard of directors, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy consummation of the Certificate transactions contemplated hereby; and (z) to the incumbency and specimen signature of Incorporation and By-laws each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state clearance certificates from each such jurisdiction in which the Company does business has been applied for, and in lieu of each such certificate, the Company will provide to the Buyer written evidence as to the absence of any such liens which will be certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and’s Treasurer.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Investors shall have received copies of the followingfollowing documents:
(1a) The Charter, certified as of a recent date by the Secretary of State of the State of Delaware, together with a certificate of said Secretary dated as of a recent date as to the legal existence and good standing of the Company in the State of Delaware, and certificates of the Secretary of State of each jurisdiction in which the Company is qualified to do business as a foreign corporation dated as of a recent date as to the Company's qualification and good standing in such jurisdiction.
(b) A good standing certificate of the Chief Executive Officer or Chief Operating Officer of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing DateDate and certifying (i) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification, in (ii) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Purchase Agreement and the other Transaction Documents issuance, sale and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate of Incorporation Shares, (iii) that all such resolutions are in full force and By-laws effect and are all of the Companyresolutions adopted in connection with the transactions contemplated by this Purchase Agreement, certified by and (iv) to the Secretary incumbency and signatures of the Company; and
(5) A certificate of incumbency executed by the Secretary each officer of the Company (A) certifying executing this Purchase Agreement and the names, titles and signatures Shares on behalf of the officers authorized Company and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to execute the documents incumbency and signature of the officer signing the certificate referred to in subparagraphs this subsection (3) andb).
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing shall have received copies of the followingfollowing documents:
(1i) A good standing certificate (A) the Articles of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPOrganization, counsel to the Company, dated certified as of the Closing Date, in a form satisfactory to the Purchasers;
(3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified recent date by the Secretary of the Company, authorizing Commonwealth of the Commonwealth of Massachusetts and approving (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary;
(ii) a certificate of the Clerk of the Company dated the applicable Additional Closing Date and certifying: (A) the filing that attached thereto is a true and complete copy of the Charter Amendment, By-Laws of the Certificate Company as in effect on the date of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the consummation Board of Directors and/or the stockholders of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) Company authorizing the execution, delivery and performance of this Agreement each of the Transaction Documents, the issuance, sale and delivery of the Shares and the other Series G Warrants and the reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Documents and all other documents and instruments Documents; (C) that the Articles of Organization have not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i)(B) above; and thereto(D) to the incumbency and specimen signature of each officer of the Company executing any of the Transaction Documents, the certificates representing the Shares and the Series G Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii);
(4iii) Copy of such additional supporting documents and other information with respect to the Certificate of Incorporation operations and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchasers reasonably may request.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Such Purchaser shall have received copies of the following:following supporting documents (in form and substance satisfactory to such Purchaser):
(1i) A certificates of the Secretary of State of the State of Colorado, dated as of a recent date as to the due incorporation or organization and good standing certificate of the Company and CIC Acquisition Corp.listing all documents of the Company on file with said Secretary;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the CompanySecretary or an Assistant Secretary of the Company in substantially the form of EXHIBIT "C", dated as of the Closing Date, in and certifying: (i) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true, correct and complete copy of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy each of the Certificate of Incorporation and By-laws Laws as in effect on the date of the Companysuch certification (each of which shall be in form and substance satisfactory to such Purchaser); (ii) that attached thereto is a true, certified correct and complete copy of all Resolutions adopted by the Secretary Board of the Company; and
Directors (5and any committees thereof) A certificate of incumbency executed by the Secretary of the Company (A) certifying authorizing the namesexecution, titles delivery and signatures performance of the officers authorized to execute Documents and the documents issuance, sale, and delivery of the Common Shares, and that all such resolutions are still in full force and effect attached hereto as EXHIBIT "D"; (iii) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in subparagraphs the certificate delivered pursuant to clause (3i) andabove; and (iv) the incumbency and specimen signature of all officers of the Company executing the Documents, the stock certificates representing the Common Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this Paragraph (c);
Appears in 1 contract
Supporting Documents. The Purchasers at Company and the Closing Sellers shall have received delivered to the following:
Buyer a certificate (1i) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Secretary of State of the Company, State of Kansas dated as of the Closing Date, in a form satisfactory to the Purchasers;
Date or within three (3) Copies business days prior to the Closing Date, certifying as to the corporate legal existence and good standing of the Company; and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the certificate of incorporation of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the by-laws of the Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions of adopted by the Board of Directors of and the Company (the “Board”), certified by the Secretary of the CompanyStockholders, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement and the consummation of the transactions contemplated hereby; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other Transaction Documents agreements related hereto; and all other documents (iii) satisfactory evidence that tax good standings, waivers of state tax liens and instruments state clearance certificates from each such jurisdiction in which the Company does business has been applied for, and in lieu of each such certificate, the Company will provide to the Buyer written evidence as to the absence of any such liens which will be delivered pursuant hereto and thereto;
(4) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and’s Treasurer.
Appears in 1 contract
Supporting Documents. (a) The Purchasers at Company shall have delivered to the Closing Investor an opinion of counsel in form and content reasonably satisfactory to the Investor.
(b) The Investor and their counsel shall have received copies of the followingfollowing documents:
(1i) A good standing a certificate of the Secretary of State of the state of incorporation of the Company and CIC Acquisition Corp.each of its Affiliates dated as of a date within three days prior to the Closing Date as to the corporate existence of the Company and each of its Affiliates and listing all documents of the Company and each of its Affiliates on file with such Secretary of State;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the Secretary of the Company dated the Closing Date and certifying: (A) the Company, dated as ’s and each Affiliate’s then current Articles of the Closing Date, in Incorporation and Bylaws; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Documents, and all other documents the issuance, sale and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate Purchased Securities and the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Transaction Documents; and (C) to the incumbency and specimen signature of Incorporation and By-laws each officer of the CompanyCompany and its Affiliates executing this Agreement, certified the Transaction Documents, and any certificate or instrument furnished pursuant hereto, and a certification by the Secretary another officer of the CompanyCompany as to the incumbency and signature of the officer signing the certificate referred to in this subsection (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as any Investor or the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andInvestor’s counsel reasonably may request.
Appears in 1 contract
Sources: Secured Convertible Note Purchase Agreement (GeoPharma, Inc.)
Supporting Documents. The Purchasers at the Closing Purchaser and its counsel shall have received copies of the followingfollowing documents:
(1i) A good standing a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the CompanySecretary of State of State of Delaware, dated as of the Closing Date, in a form satisfactory recent date as to the Purchasersdue incorporation and good standing of the Company;
(3ii) Copies a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that the Certificate of Incorporation attached to this Agreement is a true and complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (ii)(A) above; (C) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (D) that attached thereto is a true and complete copy of all resolutions of adopted by the Board of Directors or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, and the other Transaction Documents issuance, sale and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate Convertible Debentures and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreements; and (E) to the incumbency and specimen signature of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary each officer of the Company (A) certifying executing this Agreement, the namesConvertible Debentures and any certificate or instrument furnished pursuant hereto, titles and signatures a certification by another officer of the officers authorized Company as to execute the documents referred to in subparagraphs (3) andthe
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Supporting Documents. The Purchasers at the Closing Purchaser shall have received the followingfollowing on or prior to the Initial Closing Date:
(1) A good standing certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Purchasers;
(3a) Copies of resolutions of the Board boards of Directors directors of the Company (the “Board”)and each Company Subsidiary, certified by the Secretary or other authorized officer of the CompanyCompany and each Company Subsidiary, as the case may be, authorizing and approving (A) the filing of the Charter Amendmentapproving, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company or each Company Subsidiary is a party and all other documents and instruments to be delivered pursuant hereto and thereto;
(4b) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate Certificates of incumbency executed by the Secretary of each of the Company and each Company Subsidiary, (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred Transaction Documents to be executed by the Company, or each Company Subsidiary, as the case may be, and (B) further certifying that the certificate of incorporation, certificate of formation and bylaws of the Company, or each Company Subsidiary, as the case may be, delivered to the Purchaser at the time of the execution of this Agreement have been validly adopted and have not been amended or modified;
(c) Certificates of good standing with respect to the Company and each Company Subsidiary issued by the jurisdiction of organization and copies of the certificate of incorporation or formation of the Company and each Company Subsidiary each certified by the Secretary of State of the State of Delaware; and
(d) The favorable opinion of King & Spalding LLP in subparagraphs (3) andform and substance satisfactory to the Purchaser.
Appears in 1 contract
Sources: Note Purchase and Revolving Credit Agreement (Rare Medium Group Inc)
Supporting Documents. The Purchasers at the Closing and their counsel shall have -------------------- received copies of the followingfollowing documents:
(1i) A (A) the Charter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company and listing all documents of the Company on file with said Secretary.
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement the Transaction Agreements, the issuance, sale and delivery of the Preferred Shares and the other reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Documents and all other documents and instruments Agreements; (C) that the Charter has not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i)(B) above; and thereto;
(4D) Copy to the incumbency and specimen signature of each officer of the Certificate of Incorporation Company executing the Transaction Agreements, the stock certificates representing the Preferred Shares and By-laws any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this clause (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchasers or their counsel reasonably may request.
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Genomica Corp /De/)
Supporting Documents. The Purchasers at the Closing Investor shall have received copies of the following:
following supporting documents (1in form and substance satisfactory to the Investor): (i) A certificates of the Secretary of State of the State of California, dated as of a recent date, as to the due incorporation or organization and good standing certificate of the Company and CIC Acquisition Corp.;
listing all documents of the Company on file with said Secretary; (2ii) An opinion a telegram, telex or other acceptable method of confirmation from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel said Secretary as of the close of business on the Business Day preceding the Effective Date as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing DateEffective Date and certifying: (1) that attached thereto is a true, in a form satisfactory to the Purchasers;
(3) Copies correct and complete copy of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy each of the Certificate of Incorporation and By-laws as in effect on the date of such certification (each of which shall be in form and substance satisfactory to the CompanyInvestor); (2) that attached thereto is a true, certified correct and complete copy of all resolutions adopted by the Secretary of Board (and any committees thereof) and the Company; and
(5) A certificate of incumbency executed by the Secretary stockholders of the Company (A) certifying authorizing the namesexecution, titles delivery and signatures performance of the officers authorized to execute Transaction Documents, and that all such resolutions are still in full force and effect; (3) that the documents Certificate of Incorporation has not been amended since the date of the last Certificate referred to in subparagraphs the certificate delivered pursuant to clause (3i) andabove other than in connection with the filing of the Certificate; and (4) the incumbency and specimen signature of all officers of the Company executing the Transaction Documents and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii); and (iv) such additional supporting documents and other information with respect to the operation and affairs of the Company as the Investor may reasonably request.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Purchaser and its counsel shall have received copies of the followingfollowing documents:
(1i) A good standing a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Secretary of State of the CompanyState of Delaware, dated as of the Closing Date, in a form satisfactory recent date as to the Purchasersdue incorporation and good standing of the Company;
(3ii) Copies a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that the Certificate of Incorporation attached to this Agreement is a true and complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (ii)(A) above;(c) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (D) that attached thereto is a true and complete copy of all resolutions of adopted by the Board of Directors or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, and the other Transaction Documents issuance, sale and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate Convertible Debentures and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (E) to the incumbency and specimen signature of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary each officer of the Company (A) certifying executing this Agreement, the namesConvertible Debentures and any certificate or instrument furnished pursuant hereto, titles and signatures a certification by another officer of the officers authorized to execute the documents referred to in subparagraphs (3) andCompany as to
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Supporting Documents. The Purchasers at the Closing Investor and its counsel shall have received copies of the following:following documents at each Closing (except as otherwise noted):
(1a) A good standing the Articles certified as of a recent date prior to the Initial Closing by the Secretary of State of the State of Florida, and (b) a certificate of said Secretary dated as of a recent date prior to the Initial Closing as to the existence of the Company, ICN and ICNI;
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Initial Closing Date, Date and certifying: (a) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (b) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Collateral Agreements, the designation, issuance, sale and delivery of the Preferred Shares and Warrants and the reservation, issuance and delivery of the Conversion Shares and Warrant Shares, and (c) that all other documents such resolutions are in full force and instruments to be effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (d) that the Articles have not been amended since the date of the certificate delivered pursuant hereto and thereto;
to clause (4i)(b) Copy above (a certificate of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary or an Assistant Secretary of the CompanyCompany dated as of the Second Closing Date and the Third Closing Date, respectively, certifying only as to the matters discussed in (ii) (c) and (ii) (d) above shall be delivered on the Second Closing Date and Third Closing Date, respectively); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andInvestor or its counsel may reasonably request.
Appears in 1 contract
Supporting Documents. The Purchasers at At or prior to the Closing Effective Time, Parent and its counsel shall have received copies of the followingfollowing supporting documents:
(1i) A copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing certificate of the Company and CIC Acquisition Corp.listing all documents of the Company on file with said Secretary;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the Company, dated Secretary or an Assistant Secretary of the Company as of the Closing Date, Effective Time certifying (w) that attached thereto is a true and complete copy of the 37 By-laws of the Company as in effect on the date of such certification; (x) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, and that all such resolutions are still in full force and effect and are all the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
resolutions adopted in connection with the transactions contemplated by this Agreement; (4y) Copy of that the Certificate of Incorporation and By-laws of the Company, certified by Company has not been amended since the Secretary date of the Companylast amendment referred to in the certificate delivered pursuant to clause (i)(x) above; and (z) as to the incumbency and specimen signature of each officer of the Company executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying the names, titles as Parent or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and signatures of the officers authorized substance to execute the documents referred to in subparagraphs (3) andParent and its counsel.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Savvis Communications Corp)
Supporting Documents. The Purchasers at Investors and counsel to the Closing Investors shall have received copies of the followingfollowing documents:
(1i) A (A) the Certificate of Incorporation, certified as of a recent date by the Secretary of State of the State of Connecticut and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company.
(ii) a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as Secretary or an Assistant Secretary of the Company dated the Closing Date, Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors or the shareholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents the reservation, issuance and instruments delivery of the shares of Common Stock to be delivered pursuant hereto issued upon exercise of the Warrants, and thereto;
that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Documents; (4C) Copy of that the Certificate of Incorporation and By-laws have not been amended since the date of the Company, certified by last amendment referred to in the Secretary certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the CompanyCompany executing any of the Transaction Documents, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of Investors or counsel to the officers authorized to execute the documents referred to in subparagraphs (3) andInvestors reasonably may reasonably request.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Purchaser and its counsel shall have received copies of the followingfollowing documents:
(1i) A good standing a certificate of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Secretary of State of the CompanyState of Delaware, dated as of the Closing Date, in a form satisfactory recent date as to the Purchasersdue incorporation and good standing of the Company;
(3ii) Copies a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that the Certificate of Incorporation attached to this Agreement is a true and complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (ii)(A) above; (C) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (D) that attached thereto is a true and complete copy of all resolutions of adopted by the Board of Directors or the stockholders of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, and the other Transaction Documents issuance, sale and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate Convertible Debentures and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (E) to the incumbency and specimen signature of Incorporation and By-laws each officer of the CompanyCompany executing this Agreement, certified the Convertible Debentures and any certificate or instrument furnished pursuant hereto, and a certification by the Secretary another officer of the CompanyCompany as to the incumbency and signature of the officer signing the certificate referred to in this subparagraph 6.01 (g) (ii); and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchaser or its counsel reasonably may request.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Supporting Documents. The Purchasers at the Closing shall have received copies of the followingfollowing documents:
(1i) A good standing certificate (A) the Articles of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPOrganization, counsel to the Company, dated certified as of the Closing Date, in a form satisfactory to the Purchasers;
(3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified recent date by the Secretary of the Company, authorizing Commonwealth of the Commonwealth of Massachusetts and approving (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary;
(ii) a certificate of the Clerk of the Company dated such Closing Date and certifying: (A) the filing that attached thereto is a true and complete copy of the Charter Amendment, By-Laws of the Certificate Company as in effect on the date of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the consummation Board of Directors and/or the stockholders of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) Company authorizing the execution, delivery and performance of this Agreement each of the Transaction Documents, the issuance, sale and delivery of each of the Units and the other reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Documents and all other documents and instruments Documents; (C) that the Articles of Organization have not been amended since the date of the last amendment referred to be in the certificate delivered pursuant hereto to clause (i)(B) above; and thereto(D) to the incumbency and specimen signature of each officer of the Company executing any of the Transaction Documents, the certificates representing the Units and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii);
(4iii) Copy of such additional supporting documents and other information with respect to the Certificate of Incorporation operations and By-laws of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchasers reasonably may request.
Appears in 1 contract
Supporting Documents. The Purchasers at On or prior to the Closing Date, Sellers and its counsel shall have received copies of the followingfollowing supporting documents:
(1) A good standing the charter documents of the Company certified as of a recent date by the Secretary of State of the State of Tennessee; and (2) a certificate of the Company Secretary of State or other appropriate official of the State of Tennessee as to the due incorporation and CIC Acquisition Corp.good standing of the Company, and listing all documents on file with said official;
(2ii) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to a certificate of the Secretary or an Assistant Secretary of the Company, dated as the Closing Date and certifying (1) that attached thereto is a true and complete copy of the Closing Date, Certificate of Incorporation and By-laws of the Company as in a form satisfactory effect on the date of such certification; (2) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the Purchasers;
certificate delivered pursuant to clause (i) (2) above; (3) Copies that attached thereto is a true and complete copy of the resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents Other Agreements to which the Company is a party and all other documents the consummation of the transactions contemplated hereby and instruments to be delivered pursuant hereto thereby; and thereto;
(4) Copy as to the incumbency and specimen signature of each officer of the Certificate of Incorporation Company executing this Agreement, any Other Agreement, and By-laws any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company, certified by Company as to the Secretary incumbency and signature of the Companyofficer signing the certificate referred to in this paragraph (ii); and
(5iii) A certificate such additional supporting documents and other information with respect to the operation and affairs of incumbency executed by the Secretary of the Company (A) certifying the names, titles as Sellers or their counsel may reasonably request. All such document shall be reasonably satisfactory in form and signatures of the officers authorized substance to execute the documents referred to in subparagraphs (3) andSellers and their counsel.
Appears in 1 contract
Supporting Documents. The Purchasers at the Closing Sellers shall have received the following:
(1a) A good standing copy of the Certificate of Incorporation of the Buyer, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware;
(b) A certificate of the Company Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and CIC Acquisition Corp.good standing of the Buyer;
(2c) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as A certificate of the Closing DateSecretary or an Assistant Secretary of the Buyer dated the date of the Closing, and certifying (i) that attached thereto is a true, complete and correct copy of the By-laws of the Buyer as in a form satisfactory effect on the date of such certification, (ii) that the Certificate of Incorporation of the Buyer has not been amended since the date of the last amendment referred to in the Purchasers;
certificate delivered pursuant to Subsection (3a) Copies above, (iii) that attached thereto are true, complete and correct copies of the resolutions of duly adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and Buyer approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) authorizing the execution, delivery and performance by the Buyer of this Agreement as in effect on the date of such certification, and (iv) as to the other Transaction Documents incumbency and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy signatures of certain officers of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the CompanyBuyer executing any instrument or other document delivered in connection with such transactions; and
(5d) A certificate Copies of incumbency executed by the Secretary of the Company (A) certifying the namesall authorizations, titles consents, approvals, notices, filings and signatures of the officers authorized to execute the documents registrations referred to in subparagraphs (3Section 4.2(b) andhereof.
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Supporting Documents. The Purchasers at the Closing and their counsel shall have received copies of the followingfollowing documents:
(1i) A good standing (A) the Certificate of Good Standing of the Company, certified as of a recent date by the Comptroller of Public Accounts of the State of Texas, and (B) a Certificate of Existence of the Company, certified as of a recent date by the Secretary of State of the State of Texas as to the existence of the Company in Texas and listing all documents of the Company on file with said Secretary;
(ii) a certificate of the Secretary of the Company and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, addressed to such Purchaser and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the other Transaction Documents issuance, sale and all other documents and instruments to be delivered pursuant hereto and thereto;
(4) Copy delivery of the Certificate of Incorporation Purchased Shares and By-laws the Warrants and the reservation, issuance and delivery of the CompanyWarrant Shares, certified and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (C) the Secretary incumbency and specimen signature of each officer of the CompanyCompany executing any of this Agreement, the Registration Rights Agreement and the Warrants, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the Secretary; and
(5iii) A certificate of incumbency executed by such additional supporting documents and other information with respect to the Secretary operations and affairs of the Company (A) certifying as the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) andPurchasers or their counsel reasonably may request.
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Supporting Documents. The Purchasers at On or prior to the Closing shall Effective Date, the Company, the Shareholders have received copies of the followingfollowing supporting documents:
(1i) A (A) copies of the Articles of Incorporation of ASI and Holdings, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Colorado, in the case of ASI, or by the Secretary of State of the State of Texas, in the case of Holdings, and (B) a certificate of said Secretaries dated as of a recent date as to the due incorporation and good standing of ASI and Holdings, as the case may be, and listing all documents of the relevant company on file with said Secretary; and
(ii) a certificate of the Company Secretary or an Assistant Secretary of each of ASI and CIC Acquisition Corp.;
(2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel Holdings dated the Effective Date and certifying substantially to the Company, dated as effect (A) that attached thereto is a true and complete copy of the Closing DateBy-laws of the particular company as in effect on the date of such certification and at all times since December 31, 1997 (or since inception, in the case of Holdings); (B) that attached thereto is a form satisfactory to the Purchasers;
(3) Copies true and complete copy of resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, particular company authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, and that all such resolutions are still in full force and effect and are all the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto;
resolutions adopted in connection with the transactions contemplated by this Agreement; (4C) Copy that the Articles of Incorporation of the Certificate of Incorporation and By-laws particular corporation have not been amended since the date of the Company, certified by the Secretary of the Company; and
(5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents last amendment referred to in subparagraphs the certificate (3if any) anddelivered pursuant to clause (B) above; and (D) as to the incumbency and specimen signature of each officer of the particular company executing this Agreement and a certification by another officer of such company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii).
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