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.
Appears in 2 contracts
Samples: Execution Copy (Ralcorp Holdings Inc /Mo), Agreement and Plan of Reorganization (Agribrands International Inc)
Certificates and Other Deliveries. Agribrands Ralcorp shall have delivered, or caused delivered to be delivered, to Ralcorp Agribrands (i) a certificate executed on its behalf by its Chief Executive Officer to the effect that the conditions set forth in Subsections 9.3.19.2.1, 9.3.2 9.2.2 and 9.3.39.2.3, above, have been satisfied; (ii) a certificate of good standing from the Secretary of State of the State of Missouri stating that Agribrands Ralcorp is a validly existing corporation in good standing; (iii) duly adopted resolutions of the Board of Directors of Agribrands Ralcorp approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby and of the shareholders of Agribrands Ralcorp approving the Agribrands Ralcorp Proposals, each certified by the Secretary or an Assistant Secretary of AgribrandsRalcorp; (iv) a true and complete copy of the Articles of Incorporation of Agribrands Ralcorp certified by the Secretary of State of the State of Missouri, and a true and complete copy of the Bylaws of Agribrands Ralcorp certified by the Secretary or an Assistant Secretary of AgribrandsRalcorp; (v) the certificate referred to in Section 8.5 hereof; and (vi) such other documents and instruments as Ralcorp Agribrands reasonably may request.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Agribrands International Inc), Execution Copy (Ralcorp Holdings Inc /Mo)