Common use of Documentation at Closing Clause in Contracts

Documentation at Closing. The Purchaser shall have received, prior to or at the Closing, all of the following materials, each in form and substance satisfactory to the Purchaser and its counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (a) Copies of: (i) the Certificate of Incorporation of the Company, as amended or restated to date, together with such evidence as may be available of the filing thereof; (ii) the resolutions of the Board providing for the approval of the Certificate of Designation, the approval of the Transaction Documents, the issuance of the Series B Stock and the Warrants, and all other agreements or matters contemplated hereby or executed in connection herewith (including, without limitation, resolutions (1) approving of the Purchaser and each of its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn ) becoming an interested stockholder (as such term is defined in Section 203 of the DGCL ("Section 203")) pursuant to the transactions contemplated by this Agreement; and (2) acknowledging that any future transactions between any one or more of the Company and its subsidiaries, on the one hand, and any one or more of the Purchaser, its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn), on the other hand, shall not be subject to the provisions of Section 203); and (iii) the By-laws of the Company, all of which shall have been certified by the Secretary of the Company, as of the date of the Closing, to be true, complete and correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the shares of Series B Stock and the Warrants. (b) The favorable opinion of counsel for the Company, dated the date of the Closing, in the form attached as EXHIBIT 2.01(B). (i) A certificate of the Secretary or an Assistant Secretary of the Company, dated the date of the Closing, which shall certify the names of the officers of the Company authorized to sign: (i) this Agreement; (ii) the certificates for the Series B Stock; (iii) the Warrants; and (iv) the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officers. (d) A Certificate of the Secretary of State of the State of Delaware, dated a recent date, as to the due incorporation and good standing of the Company. (e) A copy of the Certificate of Designation certified by the Secretary of State of the State of Delaware as having been filed with the Secretary of State of the State of Delaware.

Documentation at Closing. The Purchaser Company shall have received, received prior to or at the Closing, Closing all of the following materialsfollowing, each in form and substance satisfactory to the Purchaser Company and its counsel, and each all of the following events shall have occurred, or each of the following documents shall have been delivered, occurred prior to or simultaneous with the ClosingClosing hereunder: (a) Copies of: (i) the Certificate Receipt from Investors of Incorporation of the Companycertificates, as amended or restated to date, together with such evidence as may be available of the filing thereof; (ii) the resolutions of the Board providing for the approval of the Certificate of Designation, the approval of the Transaction Documents, the issuance of the Series B Stock and the Warrants, and all other agreements or matters contemplated hereby or executed in connection herewith (including, without limitation, resolutions (1) approving of the Purchaser and each of its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn ) becoming an interested stockholder (as such term is defined in Section 203 of the DGCL ("Section 203")) pursuant to the transactions contemplated by this Agreement; and (2) acknowledging that any future transactions between any one or more of the Company and its subsidiaries, on the one hand, and any one or more of the Purchaser, its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn), on the other hand, shall not be subject to the provisions of Section 203); and (iii) the By-laws of the Company, all of which shall have been certified by the Secretary of the Company, dated as of the date of Closing and signed by a partner of Investors certifying that (i) their representations and warranties contained herein were true and correct as of the ClosingClosing Date with the same force and effect as if such representations and warranties had been made on the Closing Date, to be trueand (ii) they have performed and complied in all material respects with all agreements, complete obligations, covenants and correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, conditions required to be obtained at performed or complied with by them pursuant hereto on or prior to the Closing with respect to this Agreement and Date, except as may be waived in writing by the issuance of the shares of Series B Stock and the WarrantsStockholders. (b) The favorable opinion of counsel for the Company, dated the date of the ClosingA Stockholders' Agreement, in the form attached as set forth in EXHIBIT 2.01(B)2.4F, ------------ shall have been executed by the parties named therein. (ic) A certificate of Repurchase Agreement, in the Secretary or an Assistant Secretary of the Companyform set forth in EXHIBIT 2.4G, dated the date of the Closing, which ------------ shall certify the names of the officers of the Company authorized to sign: (i) this Agreement; (ii) the certificates for the Series B Stock; (iii) the Warrants; and (iv) the other documents, instruments or certificates to be delivered pursuant to this Agreement have been executed by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officersparties named therein. (d) A Certificate of Registration Rights Agreement, in the Secretary of State of form set forth in EXHIBIT ------- 2.4H, shall have been executed by the State of Delaware, dated a recent date, as to the due incorporation and good standing of the Company.parties named therein. ---- (e) A copy of An Indemnity Agreement, in the Certificate of Designation certified form set forth in EXHIBIT 2.4I, ------------ shall have been executed and delivered by the Secretary Company to each Investor and the Investor's designee to the Board of State of Directors. (f) A Redemption Agreement, in the State of Delaware as having form set forth in EXHIBIT 2.4J, ------------ shall have been filed with executed by the Secretary of State of the State of DelawareStockholders.

Documentation at Closing. The Each Purchaser shall have received, prior to or at the Closing, all of the following materials, each in form and substance satisfactory to the such Purchaser and its counsel, if any, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (ai) Copies of: of (iA) the Certificate of Incorporation of the Company, as amended or restated to datethe date of the Closing, together with such evidence as may be available of the filing thereofthereof with the Secretary of State of the State of New York; (ii) the resolutions of the Board providing for the approval of the Certificate of Designation, the approval of the Transaction Documents, the issuance of the Series B Stock and the Warrants, and all other agreements or matters contemplated hereby or executed in connection herewith (including, without limitation, resolutions (1) approving of the Purchaser and each of its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn ) becoming an interested stockholder (as such term is defined in Section 203 of the DGCL ("Section 203")) pursuant to the transactions contemplated by this Agreement; and (2) acknowledging that any future transactions between any one or more of the Company and its subsidiaries, on the one hand, and any one or more of the Purchaser, its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn), on the other hand, shall not be subject to the provisions of Section 203); and (iiiB) the By-laws of the Company, and (C) the resolutions of the Board of Directors providing for the approval of this Agreement and the consummation of the transactions contemplated hereby, the issuance of the Newly Issued Shares and all other agreements, documents, instruments or matters contemplated hereby or executed in connection herewith, including, without limitation, the Certificate of Amendment; all of which shall have been certified by the Secretary of the Company, as of the date of the Closing, to be true, complete and correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvalsaction, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the shares of Series B Stock and the Warrantstransactions contemplated hereby. (b) The favorable opinion of counsel for the Company, dated the date of the Closing, in the form attached as EXHIBIT 2.01(B). (iii) A certificate of the Secretary or an Assistant Secretary of the Company, dated the date of the Closing, which shall certify the names of the officers of the Company authorized to sign: (i) sign this Agreement; (ii) , the certificates for the Series B Stock; (iii) the Warrants; Newly Issued Shares and (iv) the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officers. (diii) A certificate of the President of the Company, dated the date of the Closing, stating that the representations and warranties of the Company contained in Article 4 and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct at the time of the Closing as if made at the time of the Closing and that all obligations and covenants in this Agreement required to be performed by the Company prior to or at the Closing have been performed as of the time of Closing. (iv) Copies of (A) the Certificate of Incorporation of the Parent Company, as amended or restated to the date of the Closing, together with such evidence as may be available of the filing thereof with the Secretary of State of the State of Delaware; (B) the By-laws of the Parent Company, and (C) the resolutions of the Board of Directors providing for the approval of this Agreement and the consummation of the transactions contemplated hereby, the sale of the Outstanding Shares and all other agreements, documents, instruments or matters contemplated hereby or executed in connection herewith; all of which shall have been certified by the Secretary of the Parent Company, as of the date of the Closing, to be true, complete and correct; and certified copies of all documents evidencing other necessary corporate action, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the transactions contemplated hereby. (v) A certificate of the Secretary or an Assistant Secretary of the Parent Company, dated the date of the Closing, which shall certify the names of the officers of the Parent Company authorized to sign this Agreement, to endorse the certificates for the Outstanding Shares or to execute the stock powers delivered therewith and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Parent Company or any of its officers, the incumbency of such officers, and the true specimen signatures of such officers. (vi) A certificate of the Chairman of the Board and the President of the Parent Company, dated the date of the Closing, stating that the representations and warranties of the Parent Company contained in Article 4 hereof and otherwise made by the Parent Company in writing in connection with the transactions contemplated hereby are true and correct at the time of the Closing as if made at the time of the Closing and that all obligations and covenants in this Agreement required to be performed by the Parent Company prior to or at the Closing have been performed as of the time of Closing. (vii) A binding letter or other instrument from BankBoston, N.A. in the form of Exhibit I attached hereto which shall have (A) released all liens, security interests, claims, equities and encumbrances in its favor on all outstanding shares of Series A Preferred Stock and all shares of Common Stock exchanged prior to the Closing for the Outstanding Shares, (B) released the Company from all obligations and liabilities to BankBoston, N.A., and (C) released all liens, security interests, claims, equities and encumbrances on any of the property or assets of the Company; and BankBoston, N.A. shall have (i) unconditionally delivered possession to the Parent Company of the certificates for all outstanding shares of Common Stock which the Parent Company exchanged prior to the Closing for the Outstanding Shares and (ii) delivered to the Purchasers duly executed UCC Termination Statements for filing in all jurisdictions where appropriate to evidence such releases. (viii) The Company shall have obtained any and all consents, waivers or approvals necessary to be obtained at or prior to the Closing to execute and deliver this Agreement and the other agreements and instruments executed and delivered by the Company in connection herewith, to issue the Newly Issued Shares and to carry out the transactions contemplated hereby and thereby, and such consents, waivers and approvals shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement and the other agreements and instruments executed and delivered by the Company in connection herewith and the issuance of the Newly Issued Shares shall have been taken or made. (ix) The Parent Company shall have obtained any and all consents, waivers or approvals necessary to be obtained at or prior to the Closing to execute and deliver this Agreement and the other agreements and instruments executed and delivered by the Parent Company in connection herewith, to sell the Outstanding Shares and to carry out the transactions contemplated hereby and thereby, and such consents, waivers and approvals shall be in full force and effect at the Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement and the other agreements and instruments executed and delivered by the Parent Company in connection herewith and the sale of the Outstanding Shares shall have been taken or made. (x) A Certificate of the Secretary of State of the State of DelawareNew York, dated a recent date, as to the due incorporation and good standing of the Company. (exi) A copy The favorable opinion addressed to the Purchasers of Xxxxxx Xxxxxx Flattau & Klimpl, LLP, counsel for the Company, dated the date of the Closing, in the form attached hereto as Exhibit J. (xii) Two of the Xxxxxx Family Members and no more than two other persons designated by the Xxxxxx Family Members shall have been elected directors of the Company. (xiii) Xx. Xxxxxx X. Waksal and seven other persons designated by Sudbury shall have been elected directors of the Company. (xiv) The Certificate of Designation certified Amendment shall have been filed by the Secretary of State of the State of Delaware as having been filed with the Secretary New York and each Purchaser shall have received evidence of State such filing. The By-laws of the State of DelawareCompany shall have been amended and restated as set forth in Exhibit K attached hereto.

Documentation at Closing. The Purchaser shall have received, prior to or at the Closing, all of the following materials, each in form and substance satisfactory to the Purchaser and its counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (a) Copies of: (i) the Certificate of Incorporation of the Company, as amended or restated to date, together with such evidence as may be available of the filing thereof; (ii) the resolutions of the Board providing for the approval of the Certificate of Designation, the approval of the Transaction Documents, the issuance of the Series B Stock and the Warrants, and all other agreements or matters contemplated hereby or executed in connection herewith (including, without limitation, resolutions (1) approving of the Purchaser and each of its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd Xxxx X. Icahn and any Person directly or indirectly controlled by Mr. Icahn ) becoming an interested stockholder (as such term is defined in Section 203 of the DGCL ("Section 203")) pursuant to the transactions contemplated by this Agreement; and (2) acknowledging that any future transactions between any one or more of the Company and its subsidiaries, on the one hand, and any one or more of the Purchaser, its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd Xxxx X. Icahn and any Person directly or indirectly controlled by Mr. Icahn), on the other hand, shall not be subject to the provisions of Section 203); and (iii) the By-laws of the Company, all of which shall have been certified by the Secretary of the Company, as of the date of the Closing, to be true, complete and correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the shares of Series B Stock and the Warrants. (b) The favorable opinion of counsel for the Company, dated the date of the Closing, in the form attached as EXHIBIT 2.01(BExhibit 2.01(b). (i) A certificate of the Secretary or an Assistant Secretary of the Company, dated the date of the Closing, which shall certify the names of the officers of the Company authorized to sign: (i) this Agreement; (ii) the certificates for the Series B Stock; (iii) the Warrants; and (iv) the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officers. (d) A Certificate of the Secretary of State of the State of Delaware, dated a recent date, as to the due incorporation and good standing of the Company. (e) A copy of the Certificate of Designation certified by the Secretary of State of the State of Delaware as having been filed with the Secretary of State of the State of Delaware.

Documentation at Closing. The Purchaser Purchasers shall have received, received prior to or at the Closing, Closing all of the following materials, each in form and substance reasonably satisfactory to the Purchaser Purchasers and its their special counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing: (a) Copies of: (i) A copy of the Certificate of Incorporation of the Company, as amended or restated to date, together with such evidence as may be available is satisfactory to the Purchasers of the filing thereof; (ii) a copy of the resolutions of the Board of Directors providing for the approval of the Restated Certificate of DesignationIncorporation of the Company in the form attached as Exhibit A, the approval of the Transaction Documentsthis Agreement, the issuance of the Series B Stock and Preferred Shares, such amendment of the WarrantsBy-laws of the Company as may be reasonably requested by the Purchasers, and all other agreements or matters contemplated hereby or executed in connection herewith (including, without limitation, resolutions (1) approving herewith; a copy of the Purchaser and each a consent of its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn ) becoming an interested stockholder (as such term is defined in Section 203 of the DGCL ("Section 203")) pursuant to the transactions contemplated by this Agreement; and (2) acknowledging that any future transactions between any one or more stockholders of the Company and its subsidiaries, on approving the one hand, and any one or more Restated Certificate of Incorporation of the Purchaser, its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn), on the other hand, shall not be subject to the provisions of Section 203)Company; and (iii) a copy of the By-laws of the Company, all of which shall have been certified by the Secretary of the Company, as of the date of the Closing, Company to be true, complete and correctcorrect in every particular; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the shares of Series B Stock and the WarrantsPreferred Shares. (b) The favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, dated the date of the Closing, in the form attached as EXHIBIT 2.01(Bset forth in Exhibit 2.02(b). (id) A certificate of the Secretary or an Assistant Secretary President and the Treasurer of the CompanyCompany and Berkxxxxx xxxting that the representations and warranties of the Company contained in Article III hereof are (in the case of Berkxxxxx, dated xx his actual knowledge) true and correct as of the date time of the Closing and that all conditions required to be performed by the Company prior to or at the Closing have been performed as of the Closing. (e) The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, which the Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith and to carry out the transactions contemplated hereby and thereby, and such consents and waivers shall certify be in full force and effect at the names Closing. All corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, the officers Preferred Shares and the other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken. (f) The Certificate of Incorporation of the Company authorized to sign: (i) this Agreement; (ii) shall have been amended and restated in the certificates for the Series B Stock; (iii) the Warrants; and (iv) the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the incumbency of such officers, and the true specimen signatures of such officersform set forth in Exhibit A attached hereto. (dg) A Certificate of the Secretary of State of the State of Delaware, dated a recent date, Delaware as to the due incorporation and good standing of the Company. (e) A copy Company and a certificate of the Certificate of Designation certified by the Secretary of State of each jurisdiction in which the State of Delaware Company is required to qualify to do business as having a foreign corporation shall have been filed with provided to the Secretary of State Purchasers and their special counsel. (h) Payment for the costs, attorneys' fees, expenses, taxes and filing fees identified in Section 8.04. (i) Each of the State employees listed on Exhibit 2.02 (i) shall have entered into Nondisclosure and Assignment of DelawareInventions Agreements in the form attached as Exhibit B1 and Exhibit B2 hereto (the "Nondisclosure Agreement") and Berkxxxxx xxxll have entered into an Employment and Non-Competition Agreement in the form attached to Exhibit 2.02 hereto (the "Non-Competition Agreement") and copies thereof shall have been delivered to counsel for the Purchasers. (j) Each of the Purchasers, the Company and the other shareholders thereto shall have entered into a Voting and Co-Sale Agreement in the form attached as Exhibit C hereto (the "Voting and Co-Sale Agreement").