Certified Documents, etc. Counsel for the Purchasers shall have received a copy of the Company's Certificate of Incorporation, as amended, certified by the Secretary of State of the State of Delaware and copies of the Company's By-Laws certified by its Secretary, as well as any and all other documents, including certificates as to votes adopted and incumbency of officers and certificates from appropriate authorities as to the legal existence and good standing of the Company and its Subsidiaries, which the Purchasers or their counsel may reasonably request.
Certified Documents, etc. Counsel for the Purchasers shall have received a copy of the Charter, certified by the Secretary of State of the State of Delaware, and copies of the Company's By-Laws and the Certificate of Designation, each certified by its Secretary, as well as any and all other documents, including certificates of incumbency of officers and certificates from appropriate authorities as to the legal existence and good standing of the Company, that the Purchasers or their counsel may reasonably request.
Certified Documents, etc. Counsel for the Company shall have received from each Purchaser (other than any Purchaser who is an individual) a copy of such Purchaser's certificate of incorporation, certified by the appropriate Secretary of State, and a copy of such Purchaser's By-Laws, certified by such Purchaser's Secretary, as well as any and all other documents, including certificates of incumbency of officers and certificates from appropriate authorities as to the legal existence and good standing of such Purchaser, that the Company or its counsel may reasonably request.
Certified Documents, etc. The Company shall have delivered, or shall have caused to be delivered, to Purchaser copies of the following documents, duly certified, or the following certificates, as applicable:
(a) A certificate of the Secretary of the Company to the effect that the resolutions of the Board of Directors of the Company authorizing (1) the execution, delivery and performance of the Investment Documents; (2) the consummation of the transactions contemplated by the Investment Documents, (3) the reservation of the shares to be issued upon exercise of the Warrants or conversion of the Preferred Stock, and (4) all other actions to be taken by the Company in connection with the Investment Documents, delivered at the initial Closing have not been amended, modified or revoked in any respect;
(b) Certificates, signed by the Secretary of the Company dated as of the Subsequent Closing Date, as to the incumbency, and containing the specimen signature or signatures, of the Person or Persons authorized to execute the Investment Documents on behalf of the Company, together with evidence of the incumbency of such company officer; and
(c) A certificate of status, good standing or existence with respect the Company from the Secretary of State of the state under the laws of which the Company is incorporated, dated as of a recent date.
Certified Documents, etc. Borrower shall have delivered, or shall have caused to be delivered, to Lender copies of the following documents, duly certified, or the following certificates, as applicable:
(a) Resolutions of each company which is a party to any of the Material Agreements authorizing (1) the execution, delivery and performance of the Material Agreements, (2) the consummation of the transactions contemplated by the Material Agreements, and (3) all other actions to be taken by such company, as the case may be, in connection with the Material Agreements;
(b) Certificates, signed by the Secretary or an Assistant Secretary of Merger Sub and of each of its Affiliated Companies which is a party to any of the Material Agreements, dated as of the Closing Date, as to the incumbency, and containing the specimen signature or signatures, of the Person or Persons authorized to execute the Material Agreements on behalf of Merger Sub or such Affiliated Company, as the case may be, together with evidence of the incumbency of such Secretary or Assistant Secretary;
(c) The certificates or articles of incorporation of Merger Sub and of Andros and of each of their Affiliated Companies, certified as of a recent date by the Secretary of State of the state under the laws of which such Person is incorporated, and copies of the bylaws of Merger Sub and of Andros and of each of their Affiliated Companies which is a party to any of the Material Agreements, each certified as of the Closing Date by the Secretary or an Assistant Secretary of Merger Sub or Andros or such Affiliated Company, as the case may be;
(d) A certificate of status or good standing of Merger Sub and of each of their Affiliated Companies, from the Secretary of State of the state under the laws of which such Person is incorporated, and of each state or other jurisdiction in which Merger Sub or such Affiliated Company is qualified to do business, dated as of a recent date; and
(e) A certificate of an officer of Merger Sub duly authorized to give such certificate on behalf of Merger Sub certifying to Lender that (i) all of the conditions precedent to the consummation of the purchase of the Shares pursuant to the Tender Offer have been satisfied or waived and, if waived, identifying such conditions, (ii) all of the conditions and covenants contained in the Merger Agreement to be performed or observed by the parties thereto prior to the Merger have been so performed or observed in all material respects, (iii) all of the conditions and...
Certified Documents, etc. The Sellers shall have received certificates as to the incumbency of officers and certificates from appropriate authorities as to the legal existence and good standing of the Purchaser, and such other documents and certificates as the Sellers or their counsel may reasonably request.
Certified Documents, etc. The Certificate of Incorporation ------------------------ of the Company shall have been amended to include the provisions of Exhibit A --------- attached hereto.
Certified Documents, etc. Purchaser shall have delivered, or shall have caused to be delivered, to the Company copies of the following documents, duly certified, or the following certificates, as applicable:
(a) Resolutions of the Board of Directors or Executive Committee of the Board of Directors of Purchaser authorizing (1) the execution, delivery and performance of the Investment Documents, (2) the consummation of the transactions contemplated by the Investment Documents, and (3) all other actions to be taken by Purchaser in connection with the Investment Documents;
(b) Certificates, signed by the Secretary or an Assistant Secretary of Purchaser dated as of the Closing Date, as to the incumbency, and containing the specimen signature or signatures, of the Person or Persons authorized to execute the Investment Documents on behalf of Purchaser, together with evidence of the incumbency of such company officer; and
(c) A certificate of status, good standing or existence with respect Purchaser from the Secretary of State of the state under the laws of which Purchaser is incorporated, dated as of a recent date.
Certified Documents, etc. Purchaser shall have delivered, or shall have caused to be delivered, to the Company copies of the following documents, duly certified, or the following certificates, as applicable:
(a) A certificate of the Secretary or an Assistant Secretary of Purchaser to the effect that the resolutions of the Board of Directors or Executive Committee of the Board of Directors of Purchaser authorizing (1) the execution, delivery and performance of the Investment Documents; (2) the consummation of the transactions contemplated by the Investment Documents, and (3) all other actions to be taken by Purchaser in connection with the Investment Documents, delivered at the initial Closing have not been amended, modified or revoked in any respect; and
(b) Certificates, signed by the Secretary or an Assistant Secretary of Purchaser dated as of the Subsequent Closing Date, as to the incumbency, and containing the specimen signature or signatures, of the Person or Persons authorized to execute the Investment Documents on behalf of Purchaser, together with evidence of the incumbency of such company officer.
Certified Documents, etc. Counsel for the Purchasers shall have ------------------------ received a copy of the Company's corporate charter, as amended to date, certified by the Secretary of State of the Company's jurisdiction of incorporation and copies of the Company's bylaws certified by its Secretary, as well as any and all other documents, including certificates as to votes adopted and incumbency of officers and certificates from appropriate authorities as to the legal existence and tax good standing of the Company, which the Purchasers or their counsel may reasonably request.
