Supporting Documents. The Investors and their counsel shall have received copies of the following documents:
(i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;
(ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and
(iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.
Supporting Documents. (a) The Lender shall have received on the Closing Date (i) a copy of resolutions of the Board of Directors of the Borrowers, certified as in full force and effect on the Closing Date by the Secretary of the Borrowers, authorizing the execution, delivery and performance of the Loan Documents and authorizing designated officers of the Borrowers to execute and deliver the Loan Documents on behalf of the Borrowers and to execute and deliver to the Lender Requests for Advances; (ii) a certificate of the Secretary of the Borrowers, dated the Closing Date, certifying the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) a copy of the Certificate of Incorporation and By-laws of the Borrowers, certified as true and correct on and as of the date on which Loan Documents are executed and delivered; (iv) Opinion of Counsel to the Borrowers in substantially the same form as attached hereto as Exhibit D; (v) Certificate of the Secretary of Healthcare Recoveries, Inc., and copies of Cross- Receipts evidencing that Healthcare Recoveries, Inc., has closed on the sale of its common stock in its initial public offering; and (vi) such additional supporting documents as the Lender may request.
(b) The Lender shall also have received on or before the date on which a Subsidiary becomes a Participating Subsidiary (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders of such Subsidiary certified as in full force and effect on the date thereof by the Secretary of such Subsidiary, authorizing such Subsidiary's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such Subsidiary; (ii) a copy of the Certificate of Incorporation or Articles of Incorporation, as the case may be, and By-laws of such Subsidiary, certified as true and correct on and as of the date on which loan documents are executed and delivered by such Subsidiary; (iii) certificates of good standing with respect to
Supporting Documents. The Company shall have received the following:
(1) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving the Merger and the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto.
(2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified.
(3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the certificate of merger with the Secretary of State of the State of Nevada: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by Parent or Acquisition Corp. for the execution and delivery of this Agreement and the consummation of the Merger shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted against Parent or Acquisition Corp. to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement.
(4) A certificate of Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner.
(5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect following the notice period required by federal law, and (ii) executed releases from each such director and officer in the form and substance acceptable to the Company in its sole discretion.
(6) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respect...
Supporting Documents. Medtronic and its counsel shall have received copies of the following documents:
(a) a certificate of the Secretary of State of the State of Delaware dated as of a date within five days prior to the Closing Date as to the good standing of the Company and the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary of State, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1;
(b) a certificate of the Secretary of the Company dated as of the Closing Date certifying: (i) that the Company's Certificate of Incorporation and Bylaws have not been amended since the date of the copies thereof previously delivered to Medtronic; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery, and performance of this Agreement and the issuance, sale, and delivery of the Purchased Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (b); and
(c) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic or its counsel reasonably may request.
Supporting Documents. The Investor shall have received copies of the following supporting documents (in form and substance satisfactory to the Investor):
(a) certificates of the Secretary of State of the State of Delaware, dated as of a recent date as to the due incorporation or formation and good standing of the Company and listing all documents of the Company on file with said Secretary;
(b) a telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next Business Day preceding the Closing Date as to the continued good standing of the Company;
(c) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date and certifying:
(i) that attached thereto is a true, correct and complete copy of the Certificate of Incorporation of the Company as in effect on and as of the Closing Date (which shall be in form and substance satisfactory to the Investor) and that no action has been taken or is proposed to be taken by or on the part of the Company to amend or modify the same in any respect or to liquidate, dissolve or wind up the affairs of the Company;
(ii) that attached thereto is a true, correct and complete copy of the By-laws of the Company as in effect on and as of the Closing Date (which shall be in form and substance satisfactory to the Investor) and that no action has been taken or is proposed to be taken by or on the part of the Company to amend or modify the same in any respect;
(iii) that attached thereto are true, correct and complete copies of all resolutions adopted by the Board of Directors (and any committees thereof) and the stockholders of the Company authorizing the execution, delivery and performance of the Documents to which the Company is or will be a party and the issuance, sale, and delivery of the Shares (which resolutions shall be in form and substance satisfactory to the Investor), and that all such resolutions are still in full force and effect and that no action has been taken or is proposed to be taken by or on the part of the Company to amend, modify or rescind the same in any respect; and
(iv) the incumbency and specimen signature of all officers of the Company executing the Documents, the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv); and
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Supporting Documents. Employees must provide the Employer with a copy of the official notice supporting the leave prior to the actual leave or, in emergent situations, as soon as practicable.
Supporting Documents. The Purchaser shall have received copies of the following documents:
(i) (A) the Certificate of Incorporation, certified as of a recent date by the appropriate authority of the Company's jurisdiction of incorporation; and (B) a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authority; and
(ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (C) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above.
Supporting Documents. The applications must be accompanied by:
Supporting Documents. Each party agrees to execute any additional documents deemed reasonably necessary to effect and evidence the other party's rights with respect to the intellectual property elements set forth above.
Supporting Documents. On or prior to the Closing Date, the Lender shall have received, (i) a certificate of good standing for each Borrower and each Guarantor from the secretary of state of the states of their organizational jurisdiction dated as of a recent date; (ii) certified copies of the Certificate of Incorporation and By-laws or other organizational documents, as applicable, of each Borrower and each Guarantor; and (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower and each Guarantor dated the Closing Date and certifying: (x) that neither the Certificates of Incorporation nor the By-laws or other organizational documents of such Borrower or such Guarantor has been amended since the date of their certification (or if there has been any such amendment, attaching a certified copy thereof); (y) that attached thereto is a true and complete copy of resolutions adopted by the Boards of Directors of such Borrower, and by the board of directors or other governing body or Persons of such Guarantor, authorizing the execution, delivery and performance of each Loan Document to which it is a party and, with respect to such Borrower, the borrowings and other extensions of credit hereunder; and (z) the incumbency and specimen signature of each officer of such Borrower, and of each officer or other authorized Person of each Guarantor executing each Loan Document to which any Borrower or any Guarantor (as the case may be) is a party (including any certificates or instruments furnished pursuant hereto or thereto), and a certification by another officer of each Borrower and each Guarantor as to the incumbency and signature of the Secretary or Assistant Secretary of the each Borrower and each Guarantor.
