Common use of Supporting Documents Clause in Contracts

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 Xxxxx Xxxxxx Xxxxxxxx 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

Supporting Documents. The Purchasers Phoenix at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.; (2) An opinion from Xxxxx Xxxxxx Xxxxxxxx LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the PurchasersPhoenix; (3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary Vice President and Assistant Treasurer of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B) and the Second Amended and Restated Certificate of Designation (Series A-1), ; (B) the issuance and delivery of the Purchased Shares, the Conversion Shares, the Warrants and the Warrant Shares; (C) 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 Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copies of resolutions of the Special Committee of the Board of Directors of the Company, certified by the Vice President and Assistant Treasurer of the Company, authorizing, approving and recommending the approval by the Board of (A) the issuance of the Purchased Shares and the Warrants; (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; and (C) the execution, delivery and performance of this Agreement, the Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and the other Transaction Documents; (5) Copy of the Certificate of Incorporation and the By-laws of the Company, certified by the Secretary Vice President and Assistant Treasurer of the Company; and (56) A certificate of incumbency executed by the Secretary Vice President and Assistant Treasurer 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 C) delivered to Phoenix at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

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 Xxxxx Xxxxxx Xxxxxxxx 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.

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 Xxxxx Xxxxxx Xxxxxxxx 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.

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 Xxxxx Xxxxxx Xxxxxxxx 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);

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 Xxxxx Xxxxxx Xxxxxxxx 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

Supporting Documents. The Purchasers at the Closing shall have received the following: (1i) A good standing certificate of favorable opinion (the “Company and CIC Acquisition Corp.; (2Opinion”) An opinion from Xxxxx Xxxxxx Fulbright & Xxxxxxxx LLPL.L.P., counsel to the Company, dated as of the Closing Date, in a the form satisfactory to the Purchasers;of Exhibit H hereto. (3ii) Copies of resolutions of the Board of Directors of the Company (the “Board”)Company, certified by the Secretary or other authorized officer 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)Designation, (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 (5iii) 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 Transaction Documents to be executed by the Company and (B) further certifying that the Certificate of Incorporation and By-laws of the Company delivered to the Purchasers at the time of the execution of this Agreement have been validly adopted and have not been amended or modified, except to the extent provided in subparagraphs the Certificate of Designation; and (3iv) andSuch additional supporting documentation and other information with respect to the transactions contemplated by this Agreement as the Purchasers or their counsel, Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, may reasonably request.

Supporting Documents. The Purchasers Purchaser at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.each Subsidiary; (2) An opinion from Xxxxxx, Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the PurchasersPurchaser; (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)Designation, (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 Amended and Restated 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 delivered to the Purchaser at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

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 Xxxxx Xxxxxx Xxxxxxxx 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.

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 Xxxxx Xxxxxx Xxxxxxxx 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.

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 Xxxxx Xxxxxx Xxxxxxxx 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.

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 a favorable opinion from Xxxxx Xxxxxx Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Company, dated as of the Closing Date, in a Date (the form satisfactory of which opinion will be attached to the Purchasersthis Agreement as Exhibit C); (32) Copies of resolutions of the Board of Directors of the Company (the “Board”)Company, 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)Incorporation, (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; (43) Copy Copies of resolutions of the Certificate of Incorporation and By-laws stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the filing of the Amended and Restated Certificate of Incorporation and the transactions contemplated thereby and by the Transaction Documents that are subject to stockholder approval; and (54) 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 (2) and (3) andabove and (B) further certifying that the Amended and Restated Certificate of Incorporation delivered to the Purchasers at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

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 Xxxxx Xxxxxx Xxxxxxxx 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.

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 Xxxxx Xxxxxx Xxxxxxxx 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.

Supporting Documents. The Purchasers Agents (on behalf of the Majority Noteholders) at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.each of its Subsidiaries in their jurisdiction of incorporation and those jurisdictions in which they are qualified to conduct business; (2) An opinion from Xxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx, PLLC, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the PurchasersAgents (on behalf of the Majority Noteholders); (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, Documents and (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 by the Company pursuant hereto and thereto; (4) Copies of resolutions of the board of directors of Xplore America, certified by the Secretary of such Subsidiary, authorizing and approving (A) the consummation of the transactions contemplated by this Agreement and (B) the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by such Subsidiary pursuant hereto; (5) Copy of the Certificate of Incorporation Charter Amendment and the By-laws of the Company, certified by the Secretary of the Company; and (56) A certificate of incumbency executed by the Secretary of each of the Company Borrowers (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3), (4) andand (5) above and (B) further certifying that the Charter Amendment delivered to the Agents (on behalf of the Majority Noteholders) at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

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 Xxxxx Xxxxxx Xxxxxxxx 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.