Common use of Initial Closing Documents Clause in Contracts

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. The Company shall have delivered to the LLC ------------------------- each Investor all of the following documents: (i) an Officer's Certificate, dated as of the Initial Closing Date, stating that the conditions specified in Sections 1A-1Cparagraphs 1A, 2A-2C, 2E, and 2H-2I, inclusive2H-2J, 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 Stockholders Agreement, the Executive Stock Agreements, the Registration Rights Agreement and each of the other agreements contemplated hereby, the filing of the amendment and restatement of to the Company's Certificate certificate of Incorporation incorporation referred to in Section paragraph 2B, the adoption of amendment to the Company's Bylaws bylaws referred to in Section paragraph 2C, the issuance and sale of the Common Stock at the Initial ClosingClass A Common, 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 adopting the amendment and restatement to the certificate of the Certificate of Incorporation incorporation referred to in Section paragraph 2B; (iii) certified copies of the Certificate of Incorporation and the Bylaws, each as in effect at the Initial Closing; (iv) certified copies of the Executive Stock Agreements and the Interconnection Agreement, each as in effect at the Initial Closing; (v) 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 filings, waivers of all preemptive rights and rights of first refusal, and certified orders of the Illinois Commerce Commission certifying the Company for Chicago Common Carrier Status and approving the Interconnection Agreement); (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 any Institutional Investor or the LLC Institutional Investors' special counsel, or its special any Executive Investor or the counsel for the Company, may reasonably request.

Initial Closing Documents. The Company shall have delivered to the LLC BTFIC all of the following documents: (i) the Note, xxxx completed and executed by the Company; (ii) the Warrants, xxxx completed and executed by Holdings; (iii) an Officer's Certificate, dated the date of the Initial Closing DateClosing, stating that the conditions specified in Section 2 and Sections 1A-1C3.1 through 3.8, 2A-2C, 3.9(viii) and 2H-2I3.12, inclusive, have been fully satisfied; (iiiv) certified copies of (a) the resolutions duly adopted by each of Holdings' and the Board Company's board of directors 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 Transaction Documents and restatement of the Company's Certificate of Incorporation referred Related Merger Documents to in Section 2B, the adoption of the Company's Bylaws referred to in Section 2Cwhich it is a party, the issuance and sale of the Common Securities, the reservation for issuance upon exercise of the Warrants and exercise, conversion or exchange of any Convertible Securities consisting of Underlying Warrant Stock at of the Initial Closingmaximum amount of shares of capital stock issuable upon exercise, conversion or exchange thereof 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 of Holdings, the amendment Company and restatement of any other appropriate entities approving the Certificate of Incorporation referred to in Section 2BMerger; (iiiv) a certificate of the secretary of each of Holdings and the Company certifying the names and the signatures of the officers of such entity authorized to sign this Agreement, the Securities and each of the other Transaction Documents and Related Merger Documents; (vi) certified copies of the Holdings' Certificate of Incorporation and the Bylawsbylaws, each as in effect at the Initial Closing; (ivvii) certified copies of each of the Merger Agreement and other Related Merger Documents, as in effect at the Initial Closing; (viii) copies of all third party party, stockholder 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, including those listed in the "RESTRICTIONS SCHEDULE" referenced in the Disclosure Letter) and under the Related Merger Documents (including all blue sky law filings and waivers of all preemptive rights and rights of first refusalrefusal (including those set forth in the Investor Rights Agreement); (v) stock certificates representing the Common Stock issued in connection with the Initial Closing); and (viix) such other documents relating to the transactions contemplated by this Agreement as the LLC BTFIC or its special counsel may reasonably request.

Initial Closing Documents. The Company Corporation shall have delivered to the LLC all of the following documentsdocuments each of which shall be satisfactory in form and substance to the LLC and its counsel: (ia) an Officer's Certificate, dated the Initial Closing Date, stating that the conditions specified in Sections 1A-1C, 2A-2C, 2.01-2.03 and 2H-2I2.08-2.09, inclusive, have been fully satisfied; (iib) certified copies of (ai) 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 CompanyCorporation's Certificate of Incorporation referred to in Section 2B2.02, the adoption of the CompanyCorporation's Bylaws referred to in Section 2C2.03, 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 (bii) the resolutions duly adopted written consent executed by the CompanyCorporation's stockholders authorizing the amendment and restatement of the Certificate of Incorporation referred to in Section 2Bsole incorporator electing Xxxxx Xxxxxx as initial sole director; (iiic) certified copies of the Certificate of Incorporation and the Bylaws, each as in effect at the Initial Closing; (ivd) a certified copy of the Certificate of Formation as in effect at the Initial Closing; (e) 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)hereunder; (vf) stock certificates representing an opinion of Nixon, Hargrave, Devans & Xxxxx LLP, counsel to the Common Stock issued Corporation in connection with form and substance satisfactory to the Initial ClosingLLC; and (vig) such other documents relating to the transactions contemplated by this Agreement as the LLC or its special counsel may reasonably request.