Loan Parties’ Charter Documents and Closing Certificate Sample Clauses

Loan Parties’ Charter Documents and Closing Certificate. (i) Subject to section 4.1(d)(iii), a copy of the Articles of Incorporation, Articles of Organization or other formation documents of each of the Loan Parties, certified as of a recent date by the appropriate Governmental Authority of such Loan Party’s state, province or jurisdiction of organization; (ii) certificates of good standing or current status with respect to each of the Loan Parties issued as of a recent date by the appropriate Governmental Authority of such Loan Party’s state, province or jurisdiction of organization and each other state, province or jurisdiction in which such Loan Party is qualified to transact business; and (iii) a closing certificate of each of the Loan Parties [a] containing copies, certified as of the Closing Date by the Secretary of such Loan Party to be true and correct and in full force and effect, of [i] the formation documents referred to in section 4.1(c)(i) of such Loan Party, [ii] the by-laws, operating agreement or equivalent governing document of such Loan Party, [iii] resolutions adopted by the governing body (members, managers, board of directors, etc.) of such Loan Party authorizing the execution and delivery of the Loan Documents to which such Loan Party is a party and [iv] the certificates referred to in section 4.1(d)(ii) for such Loan Party and [b] identifying by name and title of the officers of such Loan Party authorized to sign the Loan Documents on behalf of such Loan Party, together with specimen signatures of such Persons; provided that with respect to clauses [i] and [ii] of subsection [a] this section 4.1(d)(iii), if such formation documents, by-laws and operating agreements have not changed since copies were delivered to the Bank on or about June 30, 2010, such Loan Party may certify the same to the Bank.
Sample 1
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Loan Parties’ Charter Documents and Closing Certificate. (i) a copy of the Certificate of Formation, Certificate of Incorporation or other formation documents of each of the Loan Parties, certified as of a recent date by the appropriate Governmental Authority of such Loan Party’s state, province or jurisdiction of organization; (ii) certificates of good standing or current status with respect to each of the Loan Parties issued as of a recent date by the appropriate Governmental Authority of such Loan Party’s state, province or jurisdiction of organization and each other state, province or jurisdiction in which such Loan Party is qualified to transact business; and (iii) a closing certificate of each of the Loan Parties [a] containing copies, certified as of the Closing Date by the Secretary of such Loan Party to be true and correct and in full force and effect, of [i] the formation documents referred to in section 4.1(c)(i) of such Loan Party, [ii] the by-laws, limited liability company agreement or equivalent governing document of such Loan Party, [iii] resolutions adopted by the governing body (members, managers, board of directors, etc.) of such Loan Party authorizing the execution and delivery of the Loan Documents to which such Loan Party is a party and [iv] the certificates referred to in section 4.1(c)(ii) for such Loan Party and [b] identifying by name and title of the officers of such Loan Party authorized to sign the Loan Documents on behalf of such Loan Party, together with specimen signatures of such Persons.
Sample 1

Related to Loan Parties’ Charter Documents and Closing Certificate

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • 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.

  • 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.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Certified Copies of Charter Documents Each of the Banks shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

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