Certificates and Documents. The Company shall have delivered to special counsel to the Purchasers:
(a) The Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware;
(b) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and the Secretary of the State of the State of Connecticut;
(c) By-laws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and
(d) Resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date.
Certificates and Documents. The Company shall have delivered to the Purchasers:
(a) The Certificate of Incorporation of the Company, as in effect prior to the Closing, certified by the Secretary of State of the State of Delaware;
(b) Certificate, as of a date not more than 15 days prior to Closing, as to the corporate good standing of the Company, issued by the Secretary of State of the State of Delaware;
(c) By-laws of the Company, certified by its Secretary or Assistant Secretary as being in effect on the date of Closing; and
(d) Resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the date of Closing.; and
Certificates and Documents. The Company shall have delivered to the Purchasers:
(a) The Certificate of Incorporation of the Company, as amended and restated and in effect as of the Closing Date (including Certificates of Designations), certified by the Secretary of State of the State of Delaware;
(b) The Bylaws of the Company, as amended and restated and in effect as of the Closing Date, certified by its Secretary as of the Closing Date; and
(c) Resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary of the Company as of the Closing Date.
Certificates and Documents. The Company shall have delivered to the Purchasers: (a) certificates, as of the most recent practicable date, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware; and (b) a Certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, certifying: (i) that attached thereto is a true and complete copy of the Charter; (ii) that attached thereto is a true and complete copy of the By-Laws; (iii) that attached thereto is a true and complete copy of the resolutions of the Board of Directors and the stockholders of the Company authorizing and approving all matters in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) to the incumbency and specimen signature of certain officers of the Company.
Certificates and Documents. Radius shall deliver to NB a Certificate of the Secretary or an Assistant Secretary of Radius, dated as of the Closing, certifying that attached thereto: (a) is a true and complete copy of the Restated Certificate; (b) is a true and complete copy of the Radius By-Laws; and (c) is a true and complete copy of the resolutions of the Board of Directors and the stockholders of Radius authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby.
Certificates and Documents. The Company shall have delivered to counsel to the Purchasers:
(a) a copy of the Restated Certificate as in effect immediately prior to the First Closing, certified by the Secretary of State of the State of Delaware and certificates, as of the most recent practicable date, of the Secretary of State of the State of Delaware and the Commonwealth of Massachusetts as to the Company’s corporate good standing and qualification to do business as a foreign corporation, respectively; and
(b) a certificate of the Secretary of the Company dated as of such Closing, certifying as to (i) the incumbency of officers of the Company executing the Financing Agreements and Warrants and all other documents executed and delivered in connection herewith, (ii) a copy of the By-Laws of the Company, as in effect as of such Closing, (iii) a copy of the resolutions of the Board authorizing and approving the Company’s execution, delivery, and performance of the Financing Agreements and Warrants, all matters in connection with the Financing Agreements and Warrants, and the transactions contemplated thereby and a statement to the effect that such resolutions are in full force and (iv) a copy of the resolutions of the stockholders of the Company authorizing and approving the filing of the Restated Certificate.
Certificates and Documents. PixTech shall have delivered to counsel to the Purchasers:
(a) a certificate of the Secretary or Assistant Secretary of PixTech dated as of the Closing Date, certifying as to (i) the incumbency of officers of PixTech executing this Agreement and all other documents executed and delivered in connection herewith, (ii) a copy of the By-Laws of PixTech, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of PixTech authorizing and approving PixTech's execution, delivery and performance of this Agreement, all matters in connection with this Agreement, and the transactions contemplated thereby; and
(b) a certificate, executed by the President of PixTech as of the Closing Date, certifying to the fulfillment of all of the conditions to the Purchaser's obligations under this Agreement, as set forth in this Section 6.
Certificates and Documents. Prior to the Initial Closing, and at each Additional Closing upon the request of an Additional Purchaser, the Company shall have delivered to each of the Purchasers:
(i) Certificates, dated no more than five days prior to the date of such Closing, as to the corporate good standing of the Company issued by the Secretary of State of Delaware and the Secretary of the Commonwealth of Massachusetts;
(ii) Compliance Certificate executed by the Chief Executive Officer of the Company, dated as of the date of such Closing, certifying as to the fulfillment of the conditions specified in Sections 5.1(a) through 5.1(f) of this Agreement.
(iii) Certificate of the Secretary of the Company, dated as of the date of such Closing certifying as to (A) the incumbency of the Company’s principal officers, (B) a copy of the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as in effect immediately prior to such Closing Date, (C) a copy of the By-laws of the Company, as in effect on and as of such Closing Date, and (D) a copy of the resolutions of the Board of Directors and the stockholders of the Company, authorizing and approving all matters in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby.
Certificates and Documents. PNC shall have delivered at or prior to the Closing to BlackRock or its designee the PNC Closing Deliveries.
Certificates and Documents. The Company shall have delivered to the Investors:
(i) The Articles of Incorporation;
(ii) Consent of the Company’s lenders to the sale of the Notes and the payments of interest provided thereunder; and
(iii) A certificate, as of the most recent practicable date, as to the active corporate status of the Company Parties issued by the Department of Financial Institutions of the State of Wisconsin.
