Deliverables of the Company. At the Closing, the Company shall deliver, or cause to be delivered, to each Investor: (a) a duly executed Certificate of Designations; (b) a counterpart of the Registration Rights Agreement duly executed by the Company; (c) evidence of the Series A Preferred Shares being credited to book-entry accounts maintained by the Company Transfer Agent, bearing the legend set forth in Section 10(a)(iii) of the Certificate of Designations; (d) an opinion from McGuireWoods LLP, Pennsylvania counsel for the Company, in substantially the form attached hereto as Exhibit C, which shall be addressed to the Investors and dated the Closing Date; (e) an opinion from Xxxxxx & Xxxxxxx LLP, counsel for the Company, in substantially the form attached hereto as Exhibit D, which shall be addressed to the Investors and dated the Closing Date; (f) a certificate of the Secretary of State of the State of Pennsylvania, dated as of the Closing Date or a recent date prior thereto, to the effect that the Company is in good standing in the State of Pennsylvania; (g) a certificate signed by an authorized signatory of the Company, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Company set forth in Article III hereto are true and correct, both when made and as of the Closing Date and (ii) the Company has performed in all material respects all of the covenants required to be performed by the Company hereunder on or prior to the Closing Date; and (h) a certificate, dated as of the Closing Date, of the Secretary or Assistant Secretary of the Company certifying as to (i) the Company Articles, (ii) the bylaws of the Company, as amended, (iii) resolutions of the board of directors of the Company authorizing the execution and delivery of the Restructuring Documents and the consummation of the transactions contemplated thereby, including the Restructuring, and (iv) the incumbency of the officers authorized to execute the Restructuring Documents on behalf of the Company, setting forth the name and title and bearing the signatures of such officers, each as in effect as of the Closing.
Appears in 6 contracts
Samples: Preferred Restructuring Agreement (Equitrans Midstream Corp), Preferred Restructuring Agreement (EQM Midstream Partners, LP), Preferred Restructuring Agreement (Equitrans Midstream Corp)
