Certificate of Authorities. Each of Seller and Purchaser shall -------------------------- deliver (a) a certificate from the appropriate Governmental Authorities, dated as of a date not more than seven (7) days prior to the Closing Date, attesting to their Certificate or Articles of Incorporation, good standing and existence, (b) a copy, certified by its Secretary, of the Bylaws, as amended and in effect on the Closing Date, and resolutions duly adopted by the Board of Directors, authorizing the transactions contemplated in this Agreement; and
Certificate of Authorities. Shareholder shall have furnished to Purchaser (i) certificates of the Secretary of State of each state in which the Company is organized or incorporated, dated as of a date not more than five (5) business days prior to the Closing Date, attesting to the incorporation and good standing of the Company, (ii) a copy, certified by the Secretary of State of each state in which the Company is organized or incorporated, as of a date not more than five (5) business days prior to the Closing Date, of the Articles of Incorporation and all amendments thereto for the Company, (iii) a copy, certified by the Secretary of the Company, of the Bylaws of the Company, as amended and in effect as of the Closing Date, and (iv) a copy, certified by the Secretary of the Company, of resolutions duly adopted by the Board of Directors of the Company duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. Seller shall have furnished to Purchaser (i) certificates of the Secretary of State of each state in which the Company is organized or incorporated, dated as of a date not more than seven (7) business days prior to the Closing Date, attesting to the incorporation and good standing of the Company, (ii) a copy, certified by the Secretary of State of each state in which the Company is organized or incorporated, as of a date not more than seven (7) business days prior to the Closing Date, of the Articles of Incorporation and all amendments thereto for the Company, (iii) a copy, certified by the Secretary of the Company, of the Bylaws of the Company, as amended and in effect as of the Closing Date, and (iv) a copy, certified by the Secretary of the Company, of resolutions duly adopted by the Board of Directors of the Company duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. Seller shall have furnished to Purchaser (i) certificates of the Secretary of State of Oklahoma, dated as of a date nor more than five (5) business days prior to the Closing Date, attesting to the organization and good standing of Seller, (ii) a copy certified by the Secretary of State of Oklahoma, as of a date not more, than five (5) business days prior to the Closing Date, of Seller's Articles of Incorporation and all amendments thereto, (iii) a copy certified by the Secretary of Seller, of the Bylaws of Seller, as amended and in effect as of the Closing Date, and (iv) a copy, certified by the Secretary of Seller, of resolutions duly adopted by the Board of Directors of Seller duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. Purchaser shall have furnished to Seller (i) certificates of the Secretary of State of Louisiana, dated as of a date nor more than five (5) business days prior to the Closing Date, attesting to the organization and good standing of Purchaser, (ii) a copy certified by the Secretary of State of Louisiana, as of a date not more, than five (5) business days prior to the Closing Date, of Purchaser's Articles of Incorporation and all amendments thereto, (iii) a copy certified by the Secretary of Purchaser, of the Bylaws of Purchaser, as amended and in effect as of the Closing Date, and (iv) a copy, certified by the Secretary of Purchaser, of resolutions duly adopted by the Board of Directors of Purchaser duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. Seller shall deliver to Buyer at Closing (i) a certificate of the Secretary of State of Minnesota, dated as of a date not more than five (5) days prior to the Closing Date, attesting to the organization and good standing of Seller, (ii) a copy, certified by the Secretary of State of Minnesota as of a date not more than five (5) days prior to the Closing Date, of Seller's Certificate of Incorporation and all amendments thereto, (iii) a copy, certified by the Secretary of Seller of the Bylaws of Seller, as amended and in effect at the Closing Date and (iv) a copy, certified by an authorized officer of Seller, of resolutions duly adopted by the Board of Directors of Seller duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. The Subsidiary will have furnished to the Company Shareholder (i) certificates of the Secretary of State of the state in which the Subsidiary and GRWW are organized or incorporated, dated as of a date not more than fifteen (15) business days prior to the Closing, attesting to the incorporation and good standing of the Subsidiary and GRWW, (ii) a copy, certified by the Secretary of State of the state in which the Subsidiary and GRWW are organized or incorporated, as of a date not more than fifteen (15) business days prior to the Closing, of the Articles of Incorporation and all amendments thereto for the Subsidiary and GRWW, (iii) a copy, certified by the Secretary of the Subsidiary and GRWW, of the Bylaws of the Subsidiary, as amended and in effect as of Closing, and (iv) a copy, certified by the Secretary of the Subsidiary and GRWW, of resolutions duly adopted by the respective Boards of Directors of the Subsidiary and GRWW duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. The Company Shareholder will have furnished to GRWW and the Subsidiary (i) certificates of the Secretary of State Texas and the Comptroller of Public Accounts of the State of Texas, dated as of a date not more than fifteen (15) business days prior to Closing, attesting to the incorporation and good standing Agreement and Plan of Merger and Reorganization - Page 24 of the Company, (ii) a copy, certified by the Secretary of State Texas, as of a date not more than fifteen (15) business days prior to the Closing, of the Articles of Incorporation and all amendments thereto for the Company, (iii) a copy, certified by the Secretary of the Company, of the Bylaws of the Company, as amended and in effect as of the Closing, and (iv) a copy, certified by the Secretary of the Company, of resolutions duly adopted by the Board of Directors of the Company duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. IAC shall have furnished to CWII and -------------------------- Purchaser (i) certificates of the Secretary of State of each state in which IAC is organized or incorporated, dated as of a date not more than five (5) business days prior to the Closing Date, attesting to the incorporation and good standing of IAC, (ii) a copy, certified by the Secretary of State of each state in which IAC is organized or incorporated, as of a date not more than five (5) business days prior to the Closing Date, of the Certificate of Incorporation and all amendments thereto for IAC, (iii) a copy, certified by the Secretary of IAC, of the Bylaws of IAC, as amended and in effect as of the Closing Date, and (iv) a copy, certified by the Secretary of IAC, of resolutions duly adopted by the Board of Directors of IAC duly authorizing the transactions contemplated in this Agreement.
Certificate of Authorities. Seller shall have furnished to Buyer (i) a certificate of the Secretary of State of the State of California, dated as of a date not more than five (5) days prior to the Closing Date, attesting to the organization and good standing of Seller, (ii) a true, correct, and complete copy of Seller's certificate of incorporation and bylaws and all amendments thereto, and (iii) a copy, certified by an authorized officer of Seller, of resolutions duly adopted by the board of directors and stockholders of Seller duly authorizing the transactions contemplated in this Agreement.
