Initial Closing Documents. The Company shall have delivered to the Investors all of the following documents:
(a) an Officer’s Certificate, dated the date of the Initial Closing, stating that the conditions specified in Section 1 and Sections 2A through 2I, inclusive, have been fully satisfied;
(b) certified copies of the resolutions duly adopted by the Board and/or the board of directors of Solera, Inc., as appropriate, authorizing the execution, delivery and performance of this Agreement, the LLC Agreement, the Initial Senior Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, and each of the other agreements contemplated hereby (the “Transaction Documents”), the issuance and sale of the Securities and the consummation of all other transactions contemplated by this Agreement;
(c) certified copies of the resolutions duly adopted by the board of directors of Solera, Inc. adopting the Charter and the Bylaws; and
(d) certified copies of the Company’s Certificate of Formation and the LLC Agreement, each as in effect at the Initial Closing.
Initial Closing Documents. The Company shall have delivered to the LLC all of the following documents:
(i) an Officer's Certificate, dated the Initial Closing Date, stating that the conditions specified in Sections 1A-1C, 2A-2C, and 2H-2I, inclusive, have been fully satisfied;
(ii) certified copies of (a) the resolutions duly adopted by the Board authorizing the execution, delivery and performance of this Agreement, the Management Agreements, the Registration Rights Agreement and each of the other agreements contemplated hereby, the amendment and restatement of the Company's Certificate of Incorporation referred to in Section 2B, the adoption of the Company's Bylaws referred to in Section 2C, the issuance and sale of the Common Stock at the Initial Closing, and the consummation of all other transactions to occur as of the Initial Closing as contemplated by this Agreement, and (b) the resolutions duly adopted by the Company's stockholders authorizing the amendment and restatement of the Certificate of Incorporation referred to in Section 2B;
(iii) certified copies of the Certificate of Incorporation and the Bylaws, each as in effect at the Initial Closing;
(iv) copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions to occur as of the Initial Closing hereunder (including, without limitation, all blue sky law filings and waivers of all preemptive rights and rights of first refusal);
(v) stock certificates representing the Common Stock issued in connection with the Initial Closing; and
(vi) such other documents relating to the transactions contemplated by this Agreement as the LLC or its special counsel may reasonably request.
Initial Closing Documents. 6 2P. Waiver........................................................ 6 3. Conditions to Each Subsequent Closing................................. 6 3A. Authorized by Initial and/or Subsequent Business Plan(s)...... 7 3B.
Initial Closing Documents. The following documents and instruments shall be executed and/or delivered at the Initial Closing:
(i) The Amended and Restated Master Lease (reference Paragraph 4.A);
(ii) The Amended and Restated Security Agreement (reference Paragraph 4.B);
(iii) UCC Financing Statements (reference Paragraph 4.B);
(iv) The Amended and Restated Guaranty (reference Paragraph 4.C);
(v) The Amended and Restated Memoranda of Leases (reference Paragraph 4.D);
(vi) The Reaffirmation of Obligations (reference Paragraph 5);
(vii) The intercreditor agreement to be executed by and between Omega, Acquisition and AmSouth (reference Paragraphs 4 and 8);
(viii) The Subordinated Note (reference Paragraph 10);
(ix) The Stock Subscription Agreement (reference Paragraph 11);
(x) The parties shall execute a closing statement reflecting the transactions contemplated to occur at the Initial Closing;
(xi) In addition, Advocat, DLC, SHCM, AFI and DMSC shall each deliver to Omega and Acquisition a certificate, signed by the Secretary or Assistant Secretary of
Initial Closing Documents. 14 3.10 PROCEEDINGS.......................................................15 3.11 WAIVER............................................................15 3.12
Initial Closing Documents. The closing documents required by Sections 9 and 10 shall be delivered to Xxxxxxxx and 7th Level, respectively, and 7th Level shall deliver the documents required by the Rights Condition.
Initial Closing Documents. At the Initial Closing, the Company and the Shareholders shall deliver, in addition to the stock certificate required by Section 2.2, the following:
(i) the Certificate, in the form attached hereto as Exhibit A, together with a Certificate from the Secretary of State of Washington evidencing the filing thereof;
(ii) an opinion of Nida & Xxxxxxx, LLP, counsel to the Company, in the form attached hereto as Exhibit D;
(iii) a certificate dated as of the Closing Date by the secretary or other officer of the Company certifying as to the incumbency of the Company's officers and the authenticity of the Certificate, the Articles of Incorporation of the Company (the "Articles"), the Bylaws, and Board of Director and shareholder resolutions approving the transactions contemplated hereby;
(iv) a certificate of existence as to the existence and the good standing of the Company, dated as of a recent date, from the Secretary of State of the State of Washington;
(v) a certificate of qualification from each state set forth on Schedule 3.1 of the Company Schedules, showing qualification of the Company to do business in such state;
(vi) the resignations, effective as of the Closing Date, of each director of the Company, other than those whom the Investor shall have specified in writing at least five (5) days prior to the Closing;
(vii) a unanimous written consent of the Shareholders electing the Investor Nominees as directors of the Company, and
(viii) any other documents or certificates as may be reasonably requested by the Investor.
Initial Closing Documents. The Company shall have delivered to Interprise all of the following documents:
(a) an Officer's Certificate, dated the date of the Initial Closing, stating that the conditions specified in Sections 2A(ii) through 2A(vi), inclusive, have been fully satisfied;
(b) certified copies of the resolutions duly adopted by the Company's board of directors (its "BOARD") authorizing the execution, delivery, and performance of this Agreement, the Registration Agreement, and each of the other agreements contemplated hereby, the filing of the Certificate of Designation referred to in Section 1A, the issuance and sale of the Preferred Stock and the consummation of all other transactions contemplated by this Agreement;
(c) certified copies of (1) the Certificate of Designation; (2) the Articles of Incorporation; and (3) the Company's Bylaws, each as in effect at the Initial Closing; and
(d) such other documents relating to the transactions contemplated hereby as Interprise or its counsel may reasonably request. Any condition specified in this Section 2 may be waived only if such waiver is set forth in a writing executed by Interprise.
Initial Closing Documents. 3 2L. Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2M. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Initial Closing Documents. The Company shall have delivered to the LLC all of the following documents:
(i) an Officer's Certificate, dated the Initial Closing Date, stating that the conditions specified in paragraphs 1A-1C, 2A-2C, and 2H-2I, inclusive, have been fully satisfied;
(ii) certified copies of (a) the resolutions duly adopted by the Board authorizing the execution, delivery and performance of this Agreement, the Securityholders Agreement, the Registration Agreement and each of the other agreements contemplated hereby, the amendment and restatement of the Company's Certificate of Incorporation referred to in paragraph 2B, the adoption of the Company's Bylaws referred to in paragraph 2C, the issuance and sale of the Preferred Stock at the Initial Closing, the reservation for issuance upon conversion of the Preferred Stock the number of shares of Common Stock
(iii) certified copies of the Certificate of Incorporation and the Bylaws, each as in effect at the Initial Closing;
(iv) copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions to occur as of the Initial Closing hereunder (including, without limitation, all blue sky law filings and waivers of all preemptive rights and rights of first refusal); and
(v) such other documents relating to the transactions contemplated by this Agreement as the LLC or its special counsel may reasonably request.
