Buyer’s Additional Closing Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing, Buyer shall deliver to the Stockholder Representative (on behalf of the Sellers) all of the following: (a) a copy of Buyer’s certificate of incorporation, as amended or restated, certified within ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer issued within ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholder Representative (on behalf of the Sellers), as to no amendments to the Organizational Documents of Buyer since the date of the certificate delivered to the Stockholder Representative (on behalf of the Sellers) pursuant to Section 3.3(a); (d) the resolutions of the board of directors of Buyer authorizing the execution and performance of this Agreement and any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; (e) a copy of each of the Buyer Ancillary Agreements, duly executed by Buyer; and (f) the certificate contemplated by Section 9.2(c), duly executed by an authorized officer of Buyer.
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Buyer’s Additional Closing Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing, Buyer shall deliver to the Stockholder Representative (on behalf of the Sellers) Seller all of the following:
(a) certified copies of (i) the Organizational Documents of Buyer and (ii) the resolutions duly adopted by the board of directors of the Buyer authorizing and approving the execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Buyer is a copy party and the consummation of Buyer’s certificate the transactions contemplated hereby and thereby, which resolutions shall have been certified as true, correct, and in full force and effect without recession, revocation, or amendment as of incorporation, as amended or restated, certified within ten (10) Business Days prior to the Closing Date by Date; and (iii) the Secretary of State incumbency and signatures of the State officers of Delawarethe Buyer authorized to execute and deliver this Agreement and each Ancillary Agreement to which the Buyer is a party;
(b) a certificate of status, compliance, good standing of or similar certificate with respect to Buyer issued within ten (10) Business Days prior to the Closing Date by the Secretary appropriate government officials in its jurisdiction of State of the State of Delawareincorporation;
(c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholder Representative (on behalf of the Sellers), as to no amendments to the Organizational Documents of Buyer since the date of the certificate delivered to the Stockholder Representative (on behalf of the Sellers) pursuant to Section 3.3(a);
(d) the resolutions of the board of directors of Buyer authorizing the execution and performance of this Agreement and any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby;
(e) a copy of each of the Buyer Ancillary Agreements, duly executed by Buyer; and
(f) the certificate contemplated by Section 9.2(c), duly executed by an authorized officer of Buyer;
(d) a counterpart signature page to the Escrow Agreement, duly executed by Guarantor; and
(e) a counterpart signature page to the Transition Services Agreement, duly executed by Buyer.
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Buyer’s Additional Closing Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IXVIII, at the Closing, Buyer shall deliver to the Stockholder Representative (on behalf of the Sellers) Seller all of the following:
(a) a copy of Buyer’s certificate articles of incorporation, as amended or restated, incorporation certified within ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of DelawareMissouri;
(b) a certificate of good standing of Buyer issued within ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of DelawareMissouri;
(c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholder Representative (on behalf of the Sellers)Seller, as to (i) no amendments to the Organizational Documents articles of incorporation of Buyer since the date of the certificate delivered to the Stockholder Representative (on behalf of the Sellers) Seller pursuant to Section 3.3(a3.4(a);
; (dii) the bylaws of Buyer in effect as of the Closing Date and (iii) the resolutions of the board of directors of Buyer authorizing the execution and performance of this Agreement and any each Buyer Ancillary Agreement and the transactions contemplated hereby and thereby;
(d) a duly executed counterpart to the Transition Services Agreement;
(e) a copy of each of the Buyer Ancillary Agreements, duly executed by Buyercounterpart to a Joint Notice (as defined in the Escrow Agreement) instructing the Escrow Agent to release the Deposit;
(f) a duly executed counterpart to the Procurement Services Agreement; and
(fg) the certificate contemplated by Section 9.2(c8.2(c), duly executed by an authorized officer of Buyer.
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Buyer’s Additional Closing Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing, Buyer shall deliver to the Stockholder Representative (on behalf of the Sellers) all of the following:
(a) a copy of Buyer’s certificate of incorporation, as amended or restated, incorporation certified within ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;
(b) a certificate of good standing of Buyer issued within ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;
(c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholder Representative (on behalf of the Sellers)Representative, as to (i) no amendments to the Organizational Documents certificate of incorporation of Buyer since the date of the certificate delivered to the Stockholder Representative (on behalf of the Sellers) pursuant to Section 3.3(a);
; (dii) the bylaws of Buyer in effect as of the Closing Date and (iii) the resolutions of the board of directors of Buyer authorizing the execution and performance of this Agreement and any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby;
(ed) a copy of each of the Buyer Ancillary Agreements, duly executed by Buyer; and
(fe) the certificate contemplated by Section 9.2(c), duly executed by an authorized officer of Buyer.
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Buyer’s Additional Closing Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing, Buyer shall deliver to the Stockholder Representative (on behalf of the Sellers) Dover US all of the following:
(a) a copy of Buyer’s certificate of incorporation, as amended or restated, incorporation certified within ten five (105) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;
(b) a certificate of good standing of Buyer issued within ten five (105) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;
(c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Stockholder Representative (on behalf of the Sellers)Dover US, as to (i) no amendments to the Organizational Documents certificate of incorporation of Buyer since the date of the certificate delivered to the Stockholder Representative (on behalf of the Sellers) Dover US pursuant to Section 3.3(a);
; (dii) the bylaws of Buyer in effect as of the Closing Date and (iii) the resolutions of the board of directors of Buyer authorizing the execution and performance of this Agreement and any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby;
(d) a duly executed counterpart of Buyer to the Transition Services Agreement;
(e) a copy of each of the Buyer Ancillary Agreements, duly executed by Buyercounterpart of Buyer to the Joint Defense Agreement; and
(f) the certificate contemplated by Section 9.2(c), duly executed by an authorized officer of BuyerBuyer in form and substance reasonably satisfactory to Dover US.
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