GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION Sample Clauses

GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Company shall have delivered to the Parent (i) a certificate, dated as of a date no earlier than twenty days prior to the Closing Date, duly issued by the New York Secretary of State, showing that the Company is a subsisting corporation organized under the law of the State of New York and (ii) a franchise tax report duly issued by the New York State Department of Taxation and finance showing that all New York State franchise and/or income tax returns and tax for the Company prior to the date of such certificate have been filed and paid. The Company shall also have delivered to the Parent prior to the Closing a recent copy of the Company's Certificate of Incorporation and all amendments thereto duly certified by the Secretary of State of New York.
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GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Company shall have delivered to the Parent certificates, dated as of a date no earlier than twenty days prior to the Closing Date, duly issued by the Secretary of State and the Department of Revenue of the State of Connecticut and of any other state in which the Company is authorized to do business, showing that the Company is in good standing and authorized to do business and that all state franchise and/or income tax returns and taxes for the Company for all periods prior to the dates of such certificates have been filed and paid. The Company shall also have delivered to the Parent prior to the Closing a recent copy of its Certificate of Incorporation and all amendments thereto duly certified by the Secretary of State of Connecticut.
Sample 1
GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Seller shall have delivered to the Buyer certificates, dated as of a date no earlier than twenty days prior to the Closing Date, duly issued by the Secretary of State and the Department of Revenue of the State of New York and of any other state in which the Business is authorized to do business, showing that the Company and the Proprietorship are in good standing and authorized to do business and that all state franchise and/or income tax returns and taxes for the Business for all periods prior to the dates of such certificates have been filed and paid. The Seller shall also have delivered to the Buyer prior to the Closing a recent copy of the Company's Certificate of Incorporation and all amendments thereto duly certified by the Secretary of State of New York.
Sample 1
GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Company shall have delivered to BOL certificates, dated as of a date within thirty (30) days of the Closing Date, duly issued by the Secretary of State and the Department of Revenue and Finance of the State of New York and of any other state in which the Company is authorized to do business, showing that the Company is in good standing and authorized to do business and that all state franchise and/or income tax returns and taxes for the Company for all periods prior to the dates of such certificates have been filed and paid. The Company shall also have delivered to BOL prior to the Closing a recent copy of its Certificate of Incorporation and all amendments thereto duly certified by the Secretary of the State of New York.
Sample 1
GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Seller shall have delivered to the Buyer certificates, dated as of a date no earlier than forty-five (45) days prior to the Closing Date, duly issued by the Secretary of State and the Department of Taxation and Finance, showing that the Seller is in good standing and authorized to do business and that all state franchise and/or income tax returns and taxes for the Seller for all periods prior to the dates of such certificates have been filed and paid. The Seller shall also have delivered to the Buyer prior to the Closing a recent copy of the Seller's Articles of Organization and all amendments thereto duly certified by the Secretary of State of New York.
Sample 1

Related to GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION

  • 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;

  • 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.

  • Amendment of Certificate of Incorporation The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

  • 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.

  • Certificates of Incorporation Xoom shall cause the certificate of ----------------------------- incorporation of Xenon 2 to be amended and restated immediately prior to the Effective Time to change the name of Xenon 2 to "NBC Internet, Inc." and so as to otherwise read in its entirety as set forth in Exhibit 3.5, with such changes ----------- therein as NBC and Xenon 2 may agree upon prior to the Effective Time, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

  • Amendments to Certificate of Incorporation The Company covenants and agrees that prior to its initial Business Combination it will not seek to amend or modify its Certificate of Incorporation, except as set forth in the Certificate of Incorporation.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

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