Good Standing Certificates; Certified Certificate of Incorporation; Other Certifications Sample Clauses

Good Standing Certificates; Certified Certificate of Incorporation; Other Certifications. The Seller shall have provided: (i) a certificate of good standing and tax clearance certificates for the Seller and the Subsidiary from the Secretary of State for Delaware and each state in which the Seller is and the Subsidiary are qualified or authorized to do business as a foreign corporation, each issued within ten days prior to the Closing Date; (ii) for each jurisdiction in which the Seller and the Subsidiary are located or has property, UCC-1 searches and lien, judgment and tax searches for the Seller, each certified as of the Closing Date by the Seller, together with UCC-3 termination statements in form and substance satisfactory to the Company which shall terminate all financing statements and liens which have been previously filed, other than those relating to leased equipment of the Seller and other than those in favor of Bank One, Texas, N.A. (if it is to remain as senior lender) [and the Subordinated Noteholders]; (iii) a certified copy of resolutions of the Seller's board of directors and Shareholders authorizing the execution of this Agreement by the Seller and the consummation of the transactions contemplated hereby; (iv) a copy of the Seller's and the Subsidiaries' certificate of incorporation as amended to date, certified by the Secretary of State of Delaware (or such other jurisdiction as applicable), together with a copy of the Seller's and the Subsidiaries' Bylaws as amended to date, all certified by the President and Secretary of the Seller; (v) a certificate of its Secretary or other authorized officer certifying as to the names and true signatures of the officers or authorized signatories of the Seller, authorized to sign the documents to which the Seller is a party; and (vi) a list of the shareholder vote in connection with the Merger, including those shareholders who exercised any statutory dissenter's rights with respect to the Merger.
Sample 1
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Good Standing Certificates; Certified Certificate of Incorporation; Other Certifications. Each of the Company and the Parent shall have provided: (i) a certificate of good standing and tax clearance certificates from the Secretary of State of its jurisdiction of incorporation and each state in which it is qualified or authorized to do business as a foreign corporation, each issued within ten days prior to the Closing Date; and (ii) a certified copy of resolutions of each of the Company's and the Parent's Board of Directors and (if required) Shareholders authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby (including without limitation the issuance of the Contingent Subordinated Notes, the assumption of the Existing Subordinated Notes, and issuance of Parent Common Stock pursuant to Section 2.1(a)(iv)), (iii) a copy of its certificate or articles of incorporation as amended to date, certified by the Secretary of State of its jurisdiction of incorporation, together with a copy of its Bylaws as amended to date, all certified by its Secretary; and (iv) a certificate of its Secretary or other authorized officer certifying as to the names and true signatures of its officers or authorized signatories, authorized to sign the documents to which it is a party.
Sample 1

Related to Good Standing Certificates; Certified Certificate of Incorporation; Other Certifications

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • Good Standing Certificates Agent shall have received good standing certificates for each Borrower dated not more than 30 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Borrower’s jurisdiction of incorporation and/or formation, as applicable, and each jurisdiction where the conduct of each Borrower’s business activities or the ownership of its properties necessitates qualification;

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Notification of Incorrect Certificate The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Manager pursuant to Section 6 herein.

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

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