Common use of Certificates and Documents Clause in Contracts

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 Articles of Incorporation of the Company, as amended and in effect prior to as of the ClosingClosing Date (including the Articles of Amendment), certified by the Secretary of State of the State of DelawareNorth Carolina; (b) CertificateCertificates, as of a date not more than 15 days prior to Closingthe most recent practicable dates, as to the corporate good standing of the Company, Company issued by the Secretary of State of the State of DelawareNorth Carolina; (c) By-laws of the Company, certified by its Secretary or Assistant Secretary as being in effect on of the date of ClosingClosing 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 date of ClosingClosing Date.; and

Certificates and Documents. The Company shall have delivered to counsel to the PurchasersInvestors: (a) The Certificate Company’s certificate of Incorporation of the Companyincorporation, as in effect immediately prior to the Closing, certified by the Secretary of State of the State of Delaware; (b) CertificateCertificates, as dated within 10 days of a date not more than 15 days prior to the Closing, as to the corporate good standing of the Company, Company issued by the Secretary of State of the State of DelawareDelaware and any place where the Company is qualified to do business as a foreign corporation; (c) By-laws Laws of the Company, Company certified by its Secretary or Assistant Secretary as being in effect on as of the date of ClosingClosing 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 date of ClosingClosing Date.; and

Certificates and Documents. The Company shall have delivered to counsel to the PurchasersInvestor: (a) The Company's Certificate of Incorporation of Incorporation, including the CompanyDesignation, as in effect immediately prior to the Closing, certified by the Secretary of State of the State of Delaware; (b) CertificateCertificates, as dated within 10 days of a date not more than 15 days prior to the Closing, as to the corporate good standing of the Company, Company issued by the Secretary of State of the State of DelawareDelaware and any place where the Company is qualified to do business as a foreign corporation; (c) By-laws Laws of the Company, Company certified by its Secretary or Assistant Secretary as being in effect on as of the date of ClosingClosing 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 date of ClosingClosing Date.; and

Certificates and Documents. The Company shall have delivered to each of the Purchasers: (a) The Certificate of Incorporation of the Company, as in effect prior to as of the Closing, First Closing Date certified by the Secretary of State of the State of Delaware; (b) CertificateA certificate, as of a date not more than 15 days prior to Closingrecent practicable date, as to the corporate good standing of the Company, 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 of the date of Closing; andClosing Date; (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 date of Closing.Closing Date; and (e) stock certificates representing the Preferred Shares, for delivery upon payment in full therefor in accordance with the provisions of this Agreement.

Certificates and Documents. The Company shall have delivered to special counsel to the PurchasersPurchaser: (a) The Amended and Restated Certificate of Incorporation of the Company, as in effect prior to the ClosingIncorporation, certified by the Secretary of State of the State of Delaware; (b) Certificate, as of a date not more than 15 days prior to Closingthe most recent practicable date, as to the corporate good standing of the Company, 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 of the date of ClosingClosing 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 date of ClosingClosing Date.; and

Certificates and Documents. The Company shall have delivered to the PurchasersPurchaser: (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) A Certificate, as of a date not more than 15 days prior to Closingrecent date, as to the corporate good standing of the Company, Company issued by the Secretary of State of the State Commonwealth of DelawareMassachusetts; (b) The Articles of Organization of the Company, as amended and in effect as of the Closing Date, certified by its Clerk or Assistant Clerk as of the Closing Date; (c) By-laws of the Company, certified by its Secretary Clerk or Assistant Secretary Clerk as being in effect on of the date of ClosingClosing Date; and (d) Resolutions of the Board of Directors of the Company, Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary its Clerk or Assistant Secretary of the Company Clerk as of the date of ClosingClosing Date.; and

Certificates and Documents. The Company shall have delivered to counsel to the PurchasersInvestors: (a) The Certificate Company's certificate of Incorporation of the Companyincorporation, as in effect immediately prior to the Closing, certified by the Secretary of State of the State of Delaware; (b) CertificateCertificates, as dated within 10 days of a date not more than 15 days prior to the Closing, as to the corporate good standing of the Company, Company issued by the Secretary of State of the State of DelawareDelaware and any place where the Company is qualified to do business as a foreign corporation; (c) By-laws Laws of the Company, Company certified by its Secretary or Assistant Secretary as being in effect on as of the date of ClosingClosing 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 date of ClosingClosing Date.; and

Certificates and Documents. The Company shall have delivered to -------------------------- counsel to the PurchasersInvestors: (a) The Company's Certificate of Incorporation of the CompanyIncorporation, as in effect immediately prior to the Closing, certified by the Secretary of State of the State of Delaware; (b) CertificateCertificates, as dated within 10 days of a date not more than 15 days prior to the Closing, as to the corporate good standing of the Company, Company issued by the Secretary of State of the State of DelawareDelaware and any place where the Company is qualified to do business as a foreign corporation; (c) By-laws Laws of the Company, Company certified by its Secretary or Assistant Secretary as being in effect on as of the date of ClosingClosing 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 date of ClosingClosing Date.; and