Common use of Target Documents Clause in Contracts

Target Documents. On or before the Merger Date, Company shall, or shall cause Target and its Domestic Subsidiaries to, as the case may be, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, 106 114 for each lender and its counsel) the following (except to the extent previously delivered pursuant to subsection 4.1), each, unless otherwise noted, dated the Merger Date: (i) Certified copies of the Certificate or Articles of Incorporation of each of Target and its Domestic Subsidiaries, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which Target or any of its Domestic Subsidiaries is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Merger Date; (ii) Copies of the Bylaws of each of Target and its Domestic Subsidiaries, certified as of the Merger Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of Target and its Domestic Subsidiaries approving and authorizing the execution, delivery and performance of, as the case may be, the Subsidiary Security Agreements, the Subsidiary Guaranty and the Subsidiary Pledge Agreements, each certified as of the Merger Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of Target and its Domestic Subsidiaries executing, as the case may be, the Subsidiary Security Agreements, the Subsidiary Guaranty, and the Subsidiary Pledge Agreements;

Target Documents. On or before the Merger Closing Date, Company shall, or shall cause Target and its Domestic Subsidiaries to, as the case may be, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, 106 114 for each lender Lender and its counsel) the following (except with respect to the extent previously delivered pursuant to subsection 4.1)Target and each of its Domestic Subsidiaries, each, unless otherwise noted, dated the Merger Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of Target and each of Target and its Domestic Subsidiaries, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which Target or any and each of its Domestic Subsidiaries is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Merger Closing Date; (ii) Copies of the Bylaws of Target and each of Target and its Domestic Subsidiaries, certified as of the Merger Closing Date by such Person's the corporate secretary or an assistant secretarysecretary of such Person; (iii) Resolutions of the Board of Directors of Target and each of its Domestic Subsidiaries approving and authorizing the execution, delivery and performance ofof the Loan Documents to which it is a party and, as in the case may beof Target, approving and authorizing the Subsidiary Security Agreementsexecution, delivery and performance of the Subsidiary Guaranty Merger Agreement and the Subsidiary Pledge Agreementsconsummation of the Merger in the manner contemplated by the Tender Offer Materials, each certified as of the Merger Closing Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of Target and each of its Domestic Subsidiaries executing, as executing the case may be, Merger Agreement and the Loan Documents to which it is a party; and (v) Executed originals of the Subsidiary Security Agreements, the Subsidiary Guaranty, Guaranty and the Subsidiary Pledge Agreements;Collateral Documents to which such Person is a party.