Common use of Initial Closing Documents Clause in Contracts

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.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Solera Holdings LLC), Unit Purchase Agreement (Solera Holdings LLC)

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Initial Closing Documents. The Company shall have delivered to the Investors Purchasers all of the following documents: (a) an Officer’s 's Certificate, dated the date of the Initial Closing, stating that the conditions specified in Section SECTION 1 and Sections 2A SECTION 2.A through 2I2L, 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 AgreementAgreements, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, and each of the other agreements contemplated hereby (the “Transaction Documents”"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 shareholders of directors of SoleraMedtech Holdings, Inc. Denorex Holdings and Management Company adopting the Charter and the Bylaws; and (d) certified copies of the Company’s 's Certificate of Formation and the LLC Agreement, each as in effect at the Initial Closing.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Prestige Brands International, Inc.), Unit Purchase Agreement (Prestige Brands Holdings, Inc.)

Initial Closing Documents. The Company shall have delivered to the Investors Purchasers 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 1, Sections 2A-H, inclusive, and Sections 2A through 2I2J-L, 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 AgreementCertificate of Incorporation, the Initial Senior Management AgreementAgreements, the Securityholders Stockholders 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 Preferred Stock and Common Stock pursuant to this Agreement 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 Subsidiary Charter and the Subsidiary Bylaws; and (d) certified copies of the Company’s Certificate of Formation Incorporation and the LLC AgreementCompany’s Bylaws (the “Bylaws”), each as in effect at the Initial Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (NPMC Holdings, LLC)

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Initial Closing Documents. The Company shall have delivered to the Investors Purchasers all of the following documents: (ai) an Officer’s 's Certificate, dated the date of the Initial Closing, stating that the conditions specified in Section 1 SECTION 1A and Sections SECTIONS 2A through 2I, inclusive, have been fully satisfied; (bii) 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 Executive Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, Agreement and each of the other agreements contemplated hereby (the “Transaction Documents”"TRANSACTION DOCUMENTS"), the issuance and sale of the Securities and the consummation of all other transactions contemplated by this Agreement; (ciii) certified copies of the resolutions duly adopted by the board shareholder of directors of Solera, Inc. Newco adopting the Charter Newco Certificate and the Newco Bylaws; and (div) certified copies of the Company’s 's Certificate of Formation and the LLC Agreement, each as in effect at the Initial Closing.

Appears in 1 contract

Samples: Unit Purchase Agreement (Tsi Finance Inc)

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