Common use of Certificates and Other Deliveries Clause in Contracts

Certificates and Other Deliveries. Bowmxx xxxll have delivered to EDI (i) a certificate executed on its behalf by its President or another authorized officer to the effect that the conditions set forth in Subsections 6.2.1, 6.2.2 and 6.2.3, above, have been satisfied; (ii) a certificate of existence from the Secretary of State of the State of Indiana stating that Bowmxx xx a validly existing corporation in good standing; (iii) a certificate from the Secretary of State of the State of Delaware stating that Acquisition Subsidiary is a validly existing corporation in good standing; (iv) duly adopted resolutions of the Board of Directors of each of Bowmxx xxx the Board of Directors and stockholder of Acquisition Subsidiary approving the execution, delivery and performance of this Agreement, the Bowmxx Xxxillary Agreements and the instruments contemplated hereby and thereby, and of the Bowmxx shareholders approving the Bowmxx Xxxposals, each certified by its Secretary; (v) a true and complete copy of the Articles of Incorporation of Bowmxx xxxtified by the Secretary of State of the State Indiana, and a true and complete copy of the Bylaws of Bowmxx certified by the Secretary thereof; (vi) a true and complete copy of the Certificate of Incorporation of Acquisition Subsidiary certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws of Acquisition Subsidiary certified by the Secretary thereof; (vii) the duly executed Bowmxx Xxx Opinion Certificate; (viii) the supplemental agreements referred to in Section 1.6 hereof; and (ix) such other documents and instruments as EDI reasonably may request.

Certificates and Other Deliveries. Bowmxx xxxll BFP shall have delivered delivered, or caused to EDI be delivered, to WorldCom (i) a certificate executed on its behalf by its President Chief Executive Officer or another duly authorized officer to the effect that the conditions set forth in Subsections 6.2.16.3.1, 6.2.2 6.3.2 and 6.2.36.3.3, above, have been satisfied; (ii) a certificate of existence from the Secretary of State of the State of Indiana stating that Bowmxx xx a validly existing corporation in good standing; (iii) a certificate standing from the Secretary of State of the State of Delaware stating that Acquisition Subsidiary BFP is a validly existing corporation in good standing; (iviii) duly adopted resolutions of the Board of Directors and stockholders of each of Bowmxx xxx the Board of Directors and stockholder of Acquisition Subsidiary BFP approving the execution, delivery and performance of this Agreement, the Bowmxx Xxxillary Agreements Agreement and the instruments contemplated hereby and therebyhereby, and of the Bowmxx shareholders approving the Bowmxx Xxxposals, each certified by its Secretary; (v) a true and complete copy of the Articles of Incorporation of Bowmxx xxxtified by the Secretary of State of the State Indiana, and a true and complete copy of the Bylaws of Bowmxx certified by the Secretary thereofor an Assistant Secretary of BFP; (viiv) a true and complete copy of the Certificate of Incorporation of Acquisition Subsidiary BFP certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws By-laws of Acquisition Subsidiary BFP certified by the Secretary thereofor an Assistant Secretary of BFP; (viiv) a list of the duly executed Bowmxx Xxx Opinion Certificate; (viii) stockholders of BFP entitled to vote on the supplemental agreements referred adoption of this Agreement and an undertaking from BFP's transfer agent to in Section 1.6 hereofdeliver a list of the stockholders of BFP as of the Effective Time as soon thereafter as it is available, each such list to be certified by the transfer agent of BFP; and (ixvi) such other documents and instruments as EDI WorldCom reasonably may request.

Certificates and Other Deliveries. Bowmxx xxxll Target shall --------------------------------- have delivered delivered, or caused to EDI be delivered, to Acquiror (i) a certificate executed on its behalf by its President or another duly authorized officer to the effect that the conditions set forth in Subsections 6.2.16.1.1, 6.2.2 6.1.4, 6.1.5, 6.3.1, 6.3.2, 6.3.3, ----------------------------------------------------- 6.3.4, 6.3.5 and 6.2.36.3.6, above, have been satisfied; (ii) a ---------------------- certificate of existence good standing or of legal existence, as applicable, from the Secretary of State of each state or comparable authority in other jurisdictions in which Target and the State of Indiana Target Subsidiaries are incorporated or qualified to do business stating that Bowmxx xx a validly existing corporation in good standing; (iii) a certificate from the Secretary of State of the State of Delaware stating that Acquisition Subsidiary each is a validly existing corporation in good standingstanding or of legal existence, as applicable; (iviii) duly adopted resolutions of the Board of Directors and shareholders of each of Bowmxx xxx the Board of Directors and stockholder of Acquisition Subsidiary Target approving the execution, delivery and performance of this Agreement, the Bowmxx Xxxillary Target Ancillary Agreements and the instruments contemplated hereby and thereby, and of the Bowmxx shareholders approving the Bowmxx Xxxposals, each certified by its Secretarythe Secretary or Assistant Secretary of Target; (viv) a true and complete copy of the Articles or Certificate of Incorporation or comparable governing instruments, as amended, of Bowmxx xxxtified Target and each of the Target Subsidiaries certified by the Secretary of State of the State Indianastate of incorporation or comparable authority in other jurisdictions, and a true and complete copy of the Bylaws By-Laws or comparable governing instruments, as amended, of Bowmxx Target and each of the Target Subsidiaries certified by the Secretary thereof; (v) the duly executed Noncompete and Confidentiality Agreements; (vi) a true the duly executed Resignations on terms and complete copy of the Certificate of Incorporation of Acquisition Subsidiary certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws of Acquisition Subsidiary certified by the Secretary thereofconditions reasonably acceptable to Acquiror; (vii) a list of the duly executed Bowmxx Xxx Opinion Certificate; (viii) shareholders of Target entitled to vote on the supplemental agreements referred adoption of this Agreement and an undertaking from Target's transfer agent to in Section 1.6 hereofdeliver a list of the shareholders of Target as of the Effective Time as soon thereafter as it is available, each such list to be certified by the transfer agent of Target; and (ixviii) such other documents and instruments as EDI Acquiror reasonably may request.

Certificates and Other Deliveries. Bowmxx xxxll Target shall have delivered delivered, or caused to EDI be delivered, to Acquiror (i) a certificate executed on its behalf by its President or another duly authorized officer to the effect that the conditions set forth in Subsections 6.2.16.1.1, 6.2.2 6.1.4, 6.1.5, 6.3.1, 6.3.2, 6.3.3, 6.3.4, 6.3.5 and 6.2.36.3.6, above, have been satisfied; (ii) a certificate of existence good standing or of legal existence, as applicable, from the Secretary of State of each state or comparable authority in other jurisdictions in which Target and the State of Indiana Target Subsidiaries are incorporated or qualified to do business stating that Bowmxx xx a validly existing corporation in good standing; (iii) a certificate from the Secretary of State of the State of Delaware stating that Acquisition Subsidiary each is a validly existing corporation in good standingstanding or of legal existence, as applicable; (iviii) duly adopted resolutions of the Board of Directors and shareholders of each of Bowmxx xxx the Board of Directors and stockholder of Acquisition Subsidiary Target approving the execution, delivery and performance of this Agreement, the Bowmxx Xxxillary Target Ancillary Agreements and the instruments contemplated hereby and thereby, and of the Bowmxx shareholders approving the Bowmxx Xxxposals, each certified by its Secretarythe Secretary or Assistant Secretary of Target; (viv) a true and complete copy of the Articles or Certificate of Incorporation or comparable governing instruments, as amended, of Bowmxx xxxtified Target and each of the Target Subsidiaries certified by the Secretary of State of the State Indianastate of incorporation or comparable authority in other jurisdictions, and a true and complete copy of the Bylaws By-Laws or comparable governing instruments, as amended, of Bowmxx Target and each of the Target Subsidiaries certified by the Secretary thereof; (v) the duly executed Noncompete and Confidentiality Agreements; (vi) a true the duly executed Resignations on terms and complete copy of the Certificate of Incorporation of Acquisition Subsidiary certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws of Acquisition Subsidiary certified by the Secretary thereofconditions reasonably acceptable to Acquiror; (vii) a list of the duly executed Bowmxx Xxx Opinion Certificate; (viii) shareholders of Target entitled to vote on the supplemental agreements referred adoption of this Agreement and an undertaking from Target's transfer agent to in Section 1.6 hereofdeliver a list of the shareholders of Target as of the Effective Time as soon thereafter as it is available, each such list to be certified by the transfer agent of Target; and (ixviii) such other documents and instruments as EDI Acquiror reasonably may request.