Company Documents; Proceedings. (a) On the Effective Date, the Administrative Agent shall have received from each of TAL Group and the Borrower a certificate, dated the Effective Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to by the secretary, any assistant secretary or other senior officer of such Person, in the form of Exhibit G with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Person and the resolutions of such Person referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative Agent.
(b) On the Effective Date, all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.
Company Documents; Proceedings. (a) On the Initial Borrowing Date, the Administrative Agent shall have received from each Credit Agreement Party and each U.S. Subsidiary Guarantor a certificate, dated the Initial Borrowing Date, signed by the chairman, a vice-chairman, the president or any vice-president of such Credit Party, and attested to by the secretary, any assistant secretary or other senior officer of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate (and, in the case of the certificate from the U.S. Borrower, together with copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a Subsidiary Guarantor or (y) in respect of which security interests are being granted by a Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents.
(b) On the Initial Borrowing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.
(c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings and its Subsidiaries) and management of Holdings, the U.S. Borrower and their respective Subsidiaries shall be in form and substance reasonably satisfactory to the Agents.
Company Documents; Proceedings. (a) On the Initial Borrowing ------------------------------ Date, the Administrative Agent shall have received from the Borrower and each other Credit Party a certificate, dated the Initial Borrowing Date, signed by the chairman, a vice-chairman, the president or any vice-president of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents.
(b) On the Initial Borrowing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which any Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.
(c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.
Company Documents; Proceedings. (a) On the Initial Borrowing Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Initial Borrowing Date, signed by the secretary, any assistant secretary or other senior officer of such Credit Party and attested to by the chairman, a vice-chairman, the president or any vice-president of such Credit Party, in the form of Exhibit G-2 with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Administrative Agent.
(b) The Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.
Company Documents; Proceedings. 35 5.05 Adverse Change, etc...............................................................................36 (i)
Company Documents; Proceedings. 83 5.05 Adverse Change, etc..................................................................... 84 5.06 Litigation.............................................................................. 84 5.07 Approvals............................................................................... 84 5.08 Consummation of the Acquisition, etc.................................................... 84 5.09 Common Equity Financing; etc............................................................ 85 5.10 Amendments to Existing Senior Notes Documents, etc...................................... 86 5.11 Initial Refinancing..................................................................... 86 5.12 Aggregate Funds Needed to Effect Transaction............................................ 88 5.13 Outstanding Indebtedness and Preferred Equity........................................... 88 5.14 Subsidiaries Guaranties; Intercompany Subordination Agreement; Capital Call Agreement.......................................................................... 88 5.15
Company Documents; Proceedings. 49 5.05 Adverse Change, etc................................................................................ 50 5.06 Litigation......................................................................................... 50 5.07 Approvals.......................................................................................... 50 5.08 Consummation of the Recapitalization; Equity Financing, etc........................................ 50 5.09
Company Documents; Proceedings. 87 Section 3.05. Adverse Change, etc.......................................... 88 Section 3.06. Litigation................................................... 88 Section 3.07. Approvals.................................................... 88 Section 3.08. Consummation of the Merger, etc.............................. 89 Section 3.09. US Collateral and Guaranty Agreement; Foreign Pledge Agreements.................................... 90
Company Documents; Proceedings. On the Initial ------------------------------ Borrowing Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Initial Borrowing Date, signed by the chairman of the board, the chief executive officer, the president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent.
Company Documents; Proceedings. (a) On the Closing Date, the Loan Servicer shall have received from Borrower a certificate, dated the Closing Date, signed by the chairman, a vice- chairman, the president, any vice-president or any other Authorized Officer of the Borrower, and attested to by the secretary, any assistant secretary or other senior officer of the Borrower, in the form of Exhibit L with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of the Borrower and the resolutions of the Borrower referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Majority Lenders.
(b) On the Closing Date, all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Majority Lenders, and the Loan Servicer shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Loan Servicer (acting at the direction of the Majority Lenders) reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.
