Common use of Certificates and Documents Clause in Contracts

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 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 AmendmentDesignation), 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 ConnecticutDelaware; (c) By-laws of the Company, as amended and in effect as of the Closing Date, 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 special counsel to the Initial 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 special counsel to the PurchasersPurchasers purchasing Shares at such Closing: (a) The Fifth Restated Certificate of Incorporation of the Company, as amended and in effect as of the applicable Closing Date (including the Certificate of Amendment)Date, certified by and filed with 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 ConnecticutCalifornia; (c) By-laws Bylaws of the Company, certified by its Secretary or Assistant Secretary as of the applicable 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 applicable Closing Date.. 5.6

Certificates and Documents. The Company shall have delivered to special counsel to the Purchasers: (ai) The Certificate of Incorporation of the Company, as amended and in effect as of prior to the Closing Date (including the Certificate of Amendment)Date, certified by the Secretary of State of the State of DelawareState; (bii) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the Secretary of State of Delaware, confirming such good standing on or immediately prior to the State of Delaware and the Secretary of the State of the State of ConnecticutClosing Date; (ciii) By-laws of the CompanyCompany as amended and in effect immediately prior to each Closing Date, certified by its Secretary or Assistant Secretary as of the Closing Date; and (div) Resolutions of the Board of Directors of the Company, authorizing and approving all requisite matters in connection with this Agreement Agreement, CUSIP No. 81371G 10 S 13D PAGE 19 of 62 -------------------------------------------------------------------------------- and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the such Closing Date.

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) Certificatesa certificate, as of the most recent practicable datesdate, 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 ConnecticutDelaware; (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 and stockholders 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 special counsel to -------------------------- the Purchasers: (ai) The Certificate of Incorporation of the Company, as amended and in effect as of immediately prior to the First Closing Date (including the Certificate of Amendment)Date, certified by the Secretary of State of the State of Delaware; (bii) 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 Delaware, confirming such good standing on or immediately prior to the Secretary of the State of the State of ConnecticutFirst Closing Date; (ciii) By-laws of the Company, certified by its Secretary or Assistant Secretary as of the First Closing Date; and (div) 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 First Closing Date.

Certificates and Documents. The Company shall have delivered to special counsel to the Purchasers: (ai) The Restated Restated Certificate of Incorporation of the Company, as amended and in effect as of prior to the Closing Date (including the Certificate of Amendment)Date, certified by the Secretary of State of the State of Delaware; (bii) 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 Commonwealth of Massachusetts, confirming such good standing on or immediately prior to the State of ConnecticutClosing Date; (ciii) By-laws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and (div) Resolutions of the Board of Directors and the stockholders 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 special counsel -------------------------- to the Purchasers: (ai) The Certificate of Incorporation of the Company, as amended and in effect as of prior to the Closing Date (including the Certificate of Amendment)Date, certified by the Secretary of State of the State of DelawareState; (bii) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the Secretary of State of Delaware, confirming such good standing on or immediately prior to the State of Delaware and the Secretary of the State of the State of ConnecticutClosing Date; (ciii) By-laws of the CompanyCompany as amended and in effect immediately prior to each Closing Date, certified by its Secretary or Assistant Secretary as of the Closing Date; and (div) Resolutions of the Board of Directors of the Company, authorizing and approving all requisite matters in connection with this Agreement Agreement, and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the such Closing Date.

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 prior to the Closing Date, certified, as of the Closing Date (including the Certificate of Amendment)most recent practicable date, certified by the Secretary of State of the State of Delaware; (b) CertificatesCertificate, as of the most recent practicable datesdate, 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 ConnecticutDelaware; (c) By-laws of the CompanyCompany as amended and in effect immediately prior to the Closing Date, 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 requisite 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 special counsel to each of the Purchasers: (a) The A copy of the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment)Date, as certified by the Secretary of State of the State of Delaware; (b) CertificatesCopies of certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the Delaware Secretary of State, the Secretary of State of the State of Delaware Indiana and the Secretary of the State The Commonwealth of the State of ConnecticutMassachusetts; (c) By-laws of the Company, certified by its the Secretary or Assistant Secretary of the Company 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 Agreement, the Ancillary Documents, and the transactions contemplated hereby, hereby and thereby certified by the Secretary or Assistant Secretary of the Company as of the Closing Date.

Certificates and Documents. The Company shall have delivered to special counsel to -------------------------- the Purchasers: (ai) The Certificate of Incorporation of the Company, as amended and in effect as of prior to the Closing Date (including the Certificate of Amendment)Date, certified by the Secretary of State of the State of Delaware; (bii) 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 Delaware, confirming such good standing on or immediately prior to the Secretary of the State of the State of ConnecticutClosing Date; (ciii) By-laws of the CompanyCompany as amended and in effect immediately prior to the Closing Date, certified by its Secretary or Assistant Secretary as of the Closing Date; and (div) Resolutions of the Board of Directors and consents of the stockholders of the Company, authorizing and approving all requisite matters in connection with this Agreement 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 special counsel to the PurchasersPurchaser: (ai) The the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment)Date, certified as of a recent date by the Secretary of State of the State of Delaware; (bii) Certificatescertificates, as of the most a recent practicable datesdate, 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 Commonwealth of ConnecticutMassachusetts; (ciii) Byby-laws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and (div) Resolutions copies of the resolutions of the Company's Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated herebyby this Agreement, certified by the its Secretary or Assistant Secretary of the Company as of the Closing Date.

Certificates and Documents. The Company shall have delivered to special counsel to the PurchasersPurchaser: (ai) The Certificate of Incorporation Designation of the Company, as amended and in effect as of prior to the Closing Date (including the Certificate of Amendment)Closing, certified by the Secretary of State of the State of Delaware; (bii) CertificatesA certificate, as of the most recent practicable datesdate, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and confirming such good standing on or immediately prior to the Secretary of the State of the State of Connecticut;Closing; Immersion Corporation Series A Preferred Stock Purchase Agreement (ciii) By-laws Bylaws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and (div) 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 special counsel to the Purchasers: (ai) The Restated Certificate of Incorporation of the Company, as amended and in effect as of prior to the Closing Date (including the Certificate of Amendment)Date, certified by the Secretary of State of the State of Delaware; (bii) 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 Commonwealth of Massachusetts, confirming such good standing on or immediately prior to the State of ConnecticutClosing Date; (ciii) By-laws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and (div) Resolutions of the Board of Directors and stockholders 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.