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.
Appears in 5 contracts
Samples: Merger Agreement (Rainforest Cafe Inc), Merger Agreement (Berman Lyle), Merger Agreement (Landrys Seafood Restaurants Inc)
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(a6.3 (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 the Special Committee 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; certificate and (vi) such other documents and instruments as Purchaser reasonably may request.
Appears in 2 contracts
Samples: Merger Agreement (Rainforest Cafe Inc), Merger Agreement (Lakes Gaming Inc)