Documentation at Closing. The Holder shall have received, on or prior to ------------------------ the date of the Closing, all of the following, each in form and substance satisfactory to the Holder and its counsel: (1) A certificate, dated the date of the Closing, duly executed by the Chief Executive Officer certifying (1) the Articles of Incorporation and By- Laws of the Company as in effect on the date of the Closing; (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the transactions contemplated hereby; and (3) such other matters as reasonably requested by the Holder; (2) A certificate, dated the date of the Closing, duly executed by the Chief Executive Officer certifying the statements of the Company to the effect set forth in Sections 2.a. and 2.c.; (3) Evidence of the filing with, and acceptance by, the Secretary of State of the State of Texas, of the Amended Statement of Resolutions; (4) An opinion of Xxxx X. Xxxxxx, General Counsel of the Company, dated the date of the Closing, in form, scope and substance reasonably satisfactory to the Holder, to the effect set forth in Annex III --------- attached hereto.
Appears in 3 contracts
Samples: Amendment Agreement (Equalnet Communications Corp), Amendment Agreement (Equalnet Communications Corp), Amendment Agreement (Equalnet Communications Corp)
Documentation at Closing. The Holder shall have received, on or prior to ------------------------ the date of the Closing, all of the following, each in form and substance satisfactory to the Holder and its counsel:
(1) A certificate, dated the date of the Closing, duly executed by the Chief Executive Officer certifying (1) the Articles of Incorporation and By- Laws of the Company as in effect on the date of the Closing; (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the transactions contemplated hereby; and (3) such other matters as reasonably requested by the Holder;
(2) A certificate, dated the date of the Closing, duly executed by the Chief Executive Officer certifying the statements of the Company to the effect set forth in Sections 2.a. and 2.c.;
(3) Evidence of the filing with, and acceptance by, the Secretary of State of the State of Texas, of the Amended Statement of Resolutions;
(4) An opinion of Xxxx X. Xxxxxx, General Counsel of the Company, dated the date of the Closing, in form, scope and substance reasonably satisfactory to the Holder, to the effect set forth in Annex III --------- attached hereto.
Appears in 2 contracts
Samples: Exchange Agreement (Equalnet Communications Corp), Exchange Agreement (Equalnet Communications Corp)