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.
Appears in 2 contracts
Samples: Merger Agreement (Rainforest Cafe Inc), Merger Agreement (Lakes Gaming Inc)
Certificates and Other Deliveries. Purchaser shall have delivered, or caused to be delivered, the following to the Company 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), (b8.2(a) and (cb) hereof have been satisfied; ;
(ii) a certificate of good standing 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) certified copies of the duly executed Purchaser Tax Opinion certificate articles of incorporation and bylaws of Purchaser; and
(vi) such all other documents documents, instruments and instruments as writings required to be delivered at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by the Company reasonably may requestin connection herewith.
Appears in 1 contract
Samples: Merger Agreement (Innovative Gaming Corp of America)
Certificates and Other Deliveries. Purchaser shall have delivered, or caused to be delivered, the following to the Company 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), (b7.2(a) and (cb) hereof have been satisfied; ;
(ii) a certificate of good standing 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; ;
(iv) certified copies of the articles of incorporation and bylaws of Purchaser;
(v) all other documents, instruments and writings required to be delivered at or prior to the duly executed Purchaser Tax Opinion certificate and (vi) such other documents and instruments as Initial Closing Date pursuant to this Agreement or otherwise reasonably requested by the Company reasonably may requestin connection herewith.
Appears in 1 contract
Samples: Merger Agreement (Innovative Gaming Corp of America)