Certificates and Other Deliveries. The Company shall have delivered, or caused to be delivered, to Parent (i) a certificate of good standing from the Secretary of State of the State of South Dakota and of comparable authority in other jurisdictions in which the Company and its subsidiaries are incorporated or qualified to do business stating that each is a validly existing corporation in good standing; (ii) duly adopted resolutions of the Board of Directors and stockholders of the Company approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, certified by the Secretary of the Company; and (iii) a true and complete copy of the articles of incorporation or comparable governing instruments, as amended, of the Company and its subsidiaries certified by the Secretary of State of the state of incorporation or comparable authority in other jurisdictions, and a true and complete copy of the by-laws or comparable governing instruments, as amended, of the Company and its subsidiaries certified by the Secretary of the Company and its subsidiaries, as applicable.
Certificates and Other Deliveries. The Company shall have delivered, or caused to be delivered, to Purchaser (i) a certificate executed on its behalf by its President or another duly authorized officer to the effect that the conditions set forth in Sections 6.3(a), (b) and (c) hereof have been satisfied; (ii) a certificate of good standing from the Secretary of State of the State of Minnesota stating that the Company is a validly existing corporation in good standing; (iii) duly adopted resolutions of its Board of Directors approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, and of the Company's shareholders approving the Company Proposals, each certified by the Secretary of the Company; (iv) a true and complete copy of the Articles of Incorporation of the Company certified by the Secretary of State of the State of Minnesota, and a true and complete copy of the Bylaws of the Company certified by the Secretary thereof; (v) the duly executed Company Tax Opinion Certificate; and (vi) such other documents and instruments as Purchaser reasonably may request.
Certificates and Other Deliveries. Purchaser shall have delivered, or caused to be delivered, to the Company: (i) a certificate executed on its behalf by its President or another authorized officer to the effect that the conditions set forth in Sections 6.2(a), (b) and (c) hereof have been satisfied; (ii) a certificate of good standing from the Secretary of State of the State of Delaware stating that Purchaser is a validly existing corporation in good standing; (iii) a certificate of good standing from the Secretary of State of Delaware stating that Merger Sub is a validly existing corporation in good standing; (iv) duly adopted resolutions of the Board of Directors of Purchaser and the Board of Directors and the shareholder of Merger Sub approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, each certified by its respective Secretary; (v) the duly executed Purchaser Tax Opinion Certificate; and (vi) such other documents and instruments as the Company reasonably may request.
Certificates and Other Deliveries. Agribrands shall have delivered, or caused to be delivered, to Ralcorp (i) a certificate executed on its behalf by its Chief Executive Officer to the effect that the conditions set forth in Subsections 9.3.1, 9.3.2 and 9.3.3, above, have been satisfied; (ii) a certificate of good standing from the Secretary of State of the State of Missouri stating that Agribrands is a validly existing corporation in good standing; (iii) duly adopted resolutions of the Board of Directors of Agribrands approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby and of the shareholders of Agribrands approving the Agribrands Proposals, certified by the Secretary or an Assistant Secretary of Agribrands; (iv) a true and complete copy of the Articles of Incorporation of Agribrands certified by the Secretary of State of the State of Missouri, and a true and complete copy of the Bylaws of Agribrands certified by the Secretary or an Assistant Secretary of Agribrands; (v) the certificate referred to in Section 8.5 hereof; and (vi) such other documents and instruments as Ralcorp reasonably may request.
Certificates and Other Deliveries. Purchaser shall have delivered, or caused to be delivered, to the Company (i) a certificate executed on its behalf by its President or another authorized officer to the effect that the conditions set forth in Sections 6.2(a), (b) and (c) hereof have been satisfied; (ii) a certificate of good standing from the Secretary of State of the State of Minnesota stating that Purchaser is a validly existing corporation in good standing; (iii) a certificate of good standing from the Secretary of State of Minnesota stating that Merger Sub is a validly existing corporation in good standing; (iv) duly adopted resolutions of the Board of Directors of Purchaser and the Board of Directors and the shareholder of Merger Sub approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, and of Purchaser's shareholders approving the Purchaser Proposal, each certified by its respective Secretary; (v) the duly executed Purchaser Tax Opinion certificate and (vi) such other documents and instruments as the Company reasonably may request.
Certificates and Other Deliveries. ACC shall have delivered, or --------------------------------- caused to be delivered, to TCG a certificate executed on its behalf by its President or another duly authorized officer to the effect that the conditions set forth in Subsections 6.3.1 and 6.3.2 above, have been satisfied.
Certificates and Other Deliveries. Parent shall have --------------------------------- delivered to the Company an officer's certificate to the effect that the conditions set forth in Subsections 7.2.1, 7.2.2, and 7.2.3 above, have been satisfied.
Certificates and Other Deliveries. Parent shall have delivered to the Company a certificate executed on its behalf by its Chief Executive Officer to the effect that the conditions set forth in Subsections 8.2.1, 8.2.2 and 8.2.3, above, have been satisfied.
Certificates and Other Deliveries. The Company shall have delivered, or caused to be delivered, to Parent (i) a certificate of good standing from the Utah Division of Corporations and Commercial Code stating that the Company is a validly existing corporation in good standing, (ii) duly adopted resolutions of the Board of Directors and shareholders of the Company approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, certified by the Secretary of the Company, (iii) a true and complete copy of the articles of incorporation of the Company certified by the Utah Division of Corporations and Commercial Code, and a true and complete copy of the bylaws or comparable governing instruments, as amended, of the Company certified by the Secretary of the Company, and (iv) a properly executed statement for purposes of satisfying the Company’s obligations under Treasury Regulations Section 1.1445.2(c)(3).
Certificates and Other Deliveries. Parent shall have delivered to the Company (i) a certificate of existence from the Utah Division of Corporations and Commercial Code stating that Merger Sub is a validly existing corporation in good standing; (ii) duly adopted resolutions of the Board of Directors of each of Parent and Merger Sub approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, and of the shareholders of Merger Sub approving the Merger, each certified by the Secretary or the Assistant Secretary of the relevant party; and (iii) a true and complete copy of the articles of incorporation, as amended, of Merger Sub certified by the Utah Division of Corporations and Commercial Code, and a true and complete copy of the bylaws, as amended, of Merger Sub certified by the Secretary of Merger Sub.
