Common use of Supporting Documents Clause in Contracts

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. Medtronic and its counsel The Purchasers at the Closing shall have received copies of the following documentsfollowing: (a1) 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 A good standing certificate 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 2.1CIC Acquisition Corp.; (b2) a certificate of An opinion from Xxxxx Xxxxxx Xxxxxxxx LLP, counsel to the Secretary of the Company Company, dated as of the Closing Date certifying: Date, in a form satisfactory to the Purchasers; (i3) that the Company's Certificate Copies of Incorporation and Bylaws have not been amended since the date resolutions 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 (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery, delivery and performance of this Agreement and the issuance, sale, other Transaction Documents and delivery all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copy of the Purchased Shares, Certificate of Incorporation 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 By-laws of the Company executing this AgreementCompany, certified by the stock certificates representing the Purchased Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer Secretary of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (b)Company; and (c5) such additional supporting documents and other information with respect to A certificate of incumbency executed by the operations and affairs Secretary of the Company as Medtronic or its counsel reasonably may request.(A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and

Supporting Documents. Medtronic and its counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (ai) a certificate certificates of the Secretary of State of the State of Delaware Delaware, dated as of a recent date within five days prior to the Closing Date as to the due incorporation or organization and 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 2.1Secretary; (bii) 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 date of the First Closing as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the date of the First Closing Date and 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; (ii1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-Laws as in effect on the date of such certification (each of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of the Company authorizing the execution, delivery, delivery and performance of this Agreement the Documents and the issuance, sale, and delivery of the Purchased Preferred Shares, and that all such resolutions are still in full force and effect and are all effect; (3) that the resolutions adopted Certificate of Incorporation has not been amended since the date of the last amendment referred to in connection with the transactions contemplated by this Agreementcertificate delivered pursuant to clause (i) above; and (iii4) to the incumbency and specimen signature of each officer all officers of the Company executing this Agreementthe Documents, the stock certificates representing the Purchased Preferred 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 clause (biii); and (civ) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic or its counsel such Purchaser may reasonably may request.

Supporting Documents. Medtronic At the Closing, the Purchaser and its counsel shall have received copies of the following documents: (ai) the Charter, certified as of a certificate of recent date by the Secretary of State of the State Commonwealth of Delaware Massachusetts and (ii) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the good standing due incorporation and subsistence 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 2.1Secretary; (b) a certificate of the Secretary Clerk or an Assistant Clerk of the Company dated as of the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the Company's Certificate By-laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (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, delivery and performance of this Agreement and Agreement, the issuance, sale, sale and delivery of the Purchased Shares, Series A-2 Preferred 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; (iii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above, except as contemplated by Exhibit A; and (iiiiv) to the incumbency and specimen signature of each officer of the Company executing this Agreement, Agreement or any of the stock certificates representing the Purchased Shares, Series A-2 Preferred 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.the

Supporting Documents. Medtronic As of the Closing Date, Purchaser and its counsel shall have received copies of the following documents: (ai) (A) the Charter, certified as of a certificate of recent date by the Secretary of State of the State Delaware, and (B) a certificate of Delaware said Secretary dated as of a recent 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 Company’s due incorporation and listing all documents of the Company on file with said Secretary and a certificate of State, and evidence satisfactory said Secretary as to Medtronic the good standing of the filing of the Certificate of Designation described in Section 2.1;Company; and (bii) a certificate of the Company’s Secretary of the Company dated as of the Closing Date 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; (iiA) that attached thereto is a true true, correct and complete copy of the Bylaws as in effect on the date of such certification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery, delivery and performance of this Agreement and each of the Transaction Documents, the issuance, sale, sale and delivery of the Purchased Common Shares, and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(A) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreementany of the Transaction Documents, the stock certificates representing the Purchased Shares, Common Shares and any certificate or instrument furnished pursuant heretothereto, and a certification by another authorized officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph clause (bii); 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. Medtronic and its counsel The Buyer shall have received copies of from the following documentsSellers the following: (a) a certificate One or more certificates of the Secretary of State of the State of Delaware Ohio dated as of a recent date within five days prior as to the Closing Date due incorporation or organization and good standing of the Sellers; (b) To the extent applicable, one or more certificates of officials from the jurisdictions listed on Schedule 3.1 hereto 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 Sellers in Section 2.1such jurisdictions; (bc) a A certificate of the Secretary or an Assistant Secretary of each of the Company Sellers dated as of the Closing Date certifying: and certifying (i) that attached thereto are true, complete and correct copies of the Company's Certificate certificates of Incorporation incorporation and Bylaws have not been by-laws of the Sellers, each as amended since to and as in effect on the date of the copies thereof previously delivered to Medtronic; such certification, (ii) that attached thereto is a true are true, complete and complete copy correct copies of all the resolutions duly adopted by the Board Boards of Directors and shareholders of the Company Sellers, approving the transactions contemplated hereby and authorizing the execution, delivery, delivery and performance by the Sellers of this Agreement and the issuance, sale, sale and delivery transfer of the Purchased SharesAssets, and that all as in effect on the date of such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; certification, 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 signatures of those officers of the officer signing Sellers executing any instrument or other document delivered in connection with such transactions; (d) Uniform Commercial Code Search Reports on Form UCC-11 with respect to each of the certificate referred to in this paragraph (b)Sellers from the states and local jurisdictions where the principal places of business of the Sellers and the Purchased Assets are located; and (ce) such Such reasonable additional supporting documents and other information with respect to as the operations and affairs of the Company as Medtronic Buyer or its counsel may reasonably may request.

Supporting Documents. Medtronic and its counsel On or prior to the Closing Date, the Lender shall have received copies of the following documents: (ai) a certificate of good standing for the Secretary Companies from the secretary of State state of the State states of Delaware their organizational jurisdiction dated as of a date within five days prior to the Closing Date as to the good standing recent date; (ii) certified copies of the Company and the payment of all excise taxes by the Company and listing all charter documents of the Company on file with said Secretary of StateCompanies, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (biii) a certificate of the Secretary an authorized officer of the each Company dated as of the Closing Date and certifying: (ix) that the Company's Certificate charter documents of Incorporation and Bylaws such Person have not been amended since the date of the copies thereof previously delivered to Medtronictheir certification (or if there has been any such amendment, attaching a certified copy thereof); (iiy) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of each of the Company Companies and by the board of directors or other governing body or Persons of each Domestic Subsidiary authorizing the execution, delivery, delivery and performance of this Agreement each Loan Document to which it is a party, the borrowings and the issuance, sale, and delivery other extensions 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 Agreementcredit hereunder; and (iiiz) to the incumbency and specimen signature of each officer of the each Company and of each officer or other authorized Person of each Domestic Subsidiary executing this Agreement, the stock certificates representing the Purchased Shares, each Loan Document to which any Company or any Domestic Subsidiary of any Company is a party and any certificate certificates or instrument instruments furnished pursuant heretohereto or thereto, and a certification by another officer of the each Company and each Domestic Subsidiary as to the incumbency and signature of the officer signing the certificate referred to in this paragraph Secretary or Assistant Secretary of such Company and each such Domestic Subsidiary; and (b); and (civ) such additional supporting other documents and other information with respect to as the operations and affairs of the Company as Medtronic or its counsel Lender may reasonably may request.

Supporting Documents. Medtronic and its counsel At the Closing, the Purchasers shall have received copies of the following documents: (a) (i) the Charter, certified as of a certificate of recent date by the Secretary of State of the State of Delaware and (ii) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the good standing due incorporation and subsistence of the Company and the payment of all excise taxes by the Company 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;Secretary; and (b) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and 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 (the "Company Board") or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the issuance, sale, delivery, and performance of this Agreement the Notes and the issuanceWarrants, saleand the reservation, issuance and delivery of the Purchased SharesWarrant Shares upon the exercise of the Warrants, 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; (ii) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing Notes, and the Purchased Shares, 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 paragraph clause (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. Medtronic The Investor and its counsel shall have received copies of the following documents:documents at each Closing (except as otherwise noted): (a) the Articles certified as of a certificate of recent date prior to the Initial Closing by 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 StateFlorida, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (b) a certificate of said Secretary dated as of a recent date prior to the Initial Closing as to the existence of the Company, ICN and ICNI; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (ia) that attached thereto is a true and complete copy of the Company's Certificate Bylaws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iib) 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, delivery and performance of this Agreement and the Collateral Agreements, the designation, issuance, sale, sale and delivery of the Purchased Preferred Shares and Warrants and the reservation, issuance and delivery of the Conversion Shares and Warrant Shares, and (c) 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 (iiid) that the Articles have not been amended since the date of the certificate delivered pursuant to clause (i)(b) above (a certificate of the incumbency and specimen signature of each officer Secretary or an Assistant Secretary 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 dated as of the Company Second Closing Date and the Third Closing Date, respectively, certifying only as to the incumbency matters discussed in (ii) (c) and signature of (ii) (d) above shall be delivered on the officer signing the certificate referred to in this paragraph (bSecond Closing Date and Third Closing Date, respectively); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Investor or its counsel may reasonably may request.

Supporting Documents. Medtronic and its counsel ICG shall have received copies of -------------------- the following documents: (aA) the Certificate of Limited Partnership of the Partnership and the Certificate of Formation of the General Partner, certified as of a certificate of date not less than five business days prior to the Closing Date by the Secretary of State of the State of Delaware Delaware, and (B) a certificate of said Secretary dated as of a such date within five days prior to the Closing Date as to the good standing of the Company Partnership and the General Partner, the payment of all excise taxes by the Company Partnership and the General Partner, and listing all documents of the Company Partnership or the General Partner 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;Secretary; and (bii) a certificate of the Secretary of the Company Partnership and the General Partner 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; (iiA) that attached thereto is a true and complete copy of all resolutions adopted by the General Partner and the Board of Directors of the Company General Partner authorizing the execution, delivery, delivery and performance of this Agreement, the Amended and Restated Partnership Agreement, the Amended and Restated Operating Agreement and the issuance, sale, other agreements and delivery of the Purchased Sharesinstruments contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the only resolutions adopted in connection with the transactions contemplated by this Agreement and the Amended and Restated Partnership Agreement and the Amended and Restated Operating Agreement; and (iiiB) to the incumbency and specimen signature of each officer of the Company General Partner executing this Agreement, the stock certificates representing Amended and Restated Partnership Agreement, the Purchased Shares, Amended and Restated Operating Agreement and any certificate or instrument furnished pursuant heretohereto or thereto, 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 clause (bB); 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. Medtronic and its counsel shall have On or prior to the Effective Date, ASI has received copies of the following supporting documents: (ai) (A) copies of the Articles of Incorporation of the Company, and all amendments thereto, certified as of a certificate of recent date by the Secretary of State of the State Texas and (B) a certificate of Delaware said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and good standing of the Company and the payment of all excise taxes by the Company and (if available in Texas) 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;Secretary; and (bii) a certificate certificates of the Secretary or an Assistant Secretary of the Company Company, dated as of the Closing Effective Date certifying: and certifying substantially to the effect (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; (iiA) 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 and at all times since December 31, 1997; (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors and the Shareholders of the Company authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, and delivery of the Purchased Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Articles of Incorporation of the Company have not been amended since the date of the last amendment referred to in the certificate (if any) delivered pursuant to clause (B) above; and (iiiD) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Agreement and any certificate or instrument furnished pursuant heretoto this Agreement, and a certification certificate by another officer of the Company as to the incumbency and signature of the officer signing the certificate certificates referred to in this paragraph (bii); 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. Medtronic and its counsel The Investors shall have received copies of the following documents: (a) The Charter, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Delaware, together with a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the legal existence and good standing of the Company in the State of Delaware, and certificates of the payment Secretary of all excise taxes by State of each jurisdiction in which the Company is qualified to do business as a foreign corporation dated as of a recent date as to the Company's qualification 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 good standing in Section 2.1;such jurisdiction. (b) a A certificate of the Secretary Chief Executive Officer or Chief Operating Officer of the Company dated as of the Closing Date certifying: and certifying (i) that attached thereto is a true and complete copy of the Company's Certificate Bylaws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronic; such certification, (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, delivery and performance of this Purchase Agreement and the issuance, sale, sale and delivery of the Purchased Shares, and (iii) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Purchase Agreement; , and (iiiiv) to the incumbency and specimen signature signatures of each officer of the Company executing this Agreement, Purchase Agreement and the stock certificates representing Shares on behalf of the Purchased Shares, Company 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 subsection (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. Medtronic and its counsel The Purchasers shall have received copies of the following documents: (ai) (A) the Articles of Organization, certified as of a recent date by the Secretary of the Commonwealth of the Commonwealth of Massachusetts and (B) a certificate of the said Secretary of State of the State of Delaware dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Secretary; (bii) a certificate of the Secretary Clerk of the Company dated as of the applicable Additional Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-Laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and/or the stockholders of the Company authorizing the execution, delivery, delivery and performance of this Agreement and each of the Transaction Documents, the issuance, sale, sale and delivery of the Purchased Shares and the Series G Warrants and the reservation, issuance and delivery of the Conversion 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 Agreementthe Transaction Documents; (C) that the Articles of Organization have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreementany of the Transaction Documents, the stock certificates representing the Purchased Shares, Shares and the Series G 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 paragraph clause (bii); and; (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic or its counsel the Purchasers reasonably may request.

Supporting Documents. Medtronic and its counsel The Purchaser shall have received copies of the following documentsfollowing: (ai) a certificate Copies of resolutions of the Secretary of State Board and the stockholders of the State of Delaware dated as of a date within five days prior to Seller, if required, authorizing and approving this Agreement and the Closing Date as to Transaction Documents and the good standing sale 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 StateMembership Interests, and evidence satisfactory all other documents and instruments to Medtronic of the filing of the Certificate of Designation described in Section 2.1be delivered pursuant hereto and thereto; (bii) a Copies of resolutions of the managers and the members of the Company, if required, authorizing and approving this Agreement and the Transaction Documents, and all other documents and instruments to be delivered pursuant hereto and thereto; (iii) A certificate of executed by the Secretary of the Company dated as Seller, in the form of Exhibit F annexed hereto, certifying (A) the names, titles and signatures of the Closing Date certifying: officers authorized to execute this Agreement and the Transaction Documents, on behalf of the Seller; (B) the resolutions described in subparagraph (i) that above; (C) the Company's Certificate of Incorporation and Bylaws have not been amended since the date By-Laws of the copies thereof previously delivered Seller; and (D) the certification required pursuant to Medtronicthe provisions of Section 6.01(c) hereof; and (iiiv) that attached thereto is a true and complete copy of all resolutions adopted A certificate executed by the Board of Directors Secretary of the Company authorizing Company, in the executionform of Exhibit G annexed hereto, delivery(A) the names, titles and performance signatures of the officers authorized to execute this Agreement and the issuanceTransaction Documents, sale, and delivery on behalf of the Purchased Shares, and that all such resolutions are in full force and effect and are all Company; (B) the resolutions adopted described in connection with the transactions contemplated by this Agreementsubparagraph (ii) above; and (iiiC) to the incumbency Articles of Organization and specimen signature of each officer Operating Agreement 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 requestCompany.

Supporting Documents. Medtronic and its counsel The Purchasers shall have received copies of the following documents: (ai) (A) the Articles of Organization, certified as of a recent date by the Secretary of the Commonwealth of the Commonwealth of Massachusetts and (B) a certificate of the said Secretary of State of the State of Delaware dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Secretary; (bii) a certificate of the Secretary Clerk of the Company dated as of the such Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-Laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and/or the stockholders of the Company authorizing the execution, delivery, delivery and performance of this Agreement and each of the Transaction Documents, the issuance, salesale and delivery of each of the Units and the reservation, issuance and delivery of the Purchased Conversion 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 Agreementthe Transaction Documents; (C) that the Articles of Organization have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreementany of the Transaction Documents, the stock certificates representing the Purchased Shares, Units 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 clause (bii); and; (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic or its counsel the Purchasers reasonably may request.

Supporting Documents. Medtronic The Purchaser and its counsel shall have received copies of the following documents: (ai) a certificate of the Secretary of State of the State of Delaware Delaware, dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Company; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that the Company's Certificate of Incorporation attached to this Agreement is a true and Bylaws have complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the copies thereof previously last amendment referred to in the certificate delivered pursuant to Medtronicclause (ii)(A) above; (iiC) 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; (D) 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, delivery and performance of this Agreement Agreement, and the issuance, sale, sale and delivery of the Purchased Shares, Convertible Debentures 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 AgreementAgreements; and (iiiE) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Convertible Debentures 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.the

Supporting Documents. Medtronic The Purchaser and its counsel shall have received copies of the following documents: (ai) a certificate of the Secretary of State of the State of Delaware Delaware, dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Company; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that the Company's Certificate of Incorporation attached to this Agreement is a true and Bylaws have complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the copies thereof previously last amendment referred to in the certificate delivered pursuant to Medtronicclause (ii)(A) above;(c) 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; (iiD) 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, delivery and performance of this Agreement Agreement, and the issuance, sale, sale and delivery of the Purchased Shares, Convertible Debentures 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 (iiiE) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Convertible Debentures 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.to

Supporting Documents. Medtronic The Purchasers and its their counsel shall have received copies of the following documents: (aA) the Articles Supplementary, certified by the Maryland State Department of Assessments & Taxation and (B) a certificate of the Secretary Maryland State Department of State of the State of Delaware Assessments & Taxation, dated as of a date within five days prior to the Closing Date recent date, as to the due incorporation and 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 2.1Company; (bii) a certificate of the Secretary of the Company Company, dated as of the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-Laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of (the "Board") the Company authorizing the execution, delivery, delivery and performance of this Agreement Agreement, the Articles Supplementary and the issuanceRegistration Rights Agreement, salethe filing of the Articles Supplementary with the Maryland State Department of Assessments & Taxation, the issuance and delivery of the Purchased Preferred Shares and Initial Warrant and the reservation of the applicable Conversion Shares, and that all such resolutions are in full force and effect and that the same are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement; and (iiiC) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock Articles Supplementary, the Registration Rights Agreement, the certificates representing the Purchased Preferred Shares, the Initial 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 paragraph clause (bc); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Purchasers or its their counsel reasonably may request.

Supporting Documents. Medtronic The Investor and its counsel shall have received copies of the following documents: (ai) (A) the Certificate of Incorporation, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Delaware, and (B) a certificate of such Secretary dated as of a recent date within five days prior to the Closing Date as to the good standing existence of the Company; (ii) a certificate of the President of the Company and the payment of all excise taxes by the Company and listing all documents as to satisfaction of the Company on file with said Secretary of State, conditions set forth in Sections 5.01(a) and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.15.01(b); (biii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate Bylaws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and/or the stockholders of the Company authorizing the execution, delivery, delivery and performance of this Agreement and the Other Transaction Documents (including the issuance, sale, sale and delivery of the Purchased Note and the Initial Preferred Shares), the transactions contemplated hereby and thereby and the reservation, issuance and delivery of the Conversion 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 has not been amended since the date of the Certificate of Incorporation delivered pursuant to clause (d)(i) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing on behalf of the Company this Agreement, the stock certificates representing the Purchased Shares, Other Transaction Documents 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 clause (biii); and (civ) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Investor or its counsel reasonably may request.

Supporting Documents. Medtronic On or prior to the Closing Date, the Acquiror and its counsel shall have received copies of the following supporting documents: : (ai) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company, evidencing its authorization of the execution of this Agreement; and the consummation of the transactions contemplated hereby; (ii) a certificate of from the Secretary of State the Company, certifying the names and signatures of the State officers of Delaware dated the company authorized to sign this Agreement and the other documents to be delivered pursuant hereto; (iii) a copy of (x) the Certificate of Incorporation of the Company and all amendments thereto, as of a date within five not earlier than ten business 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 StateDate, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (b) accompanied by a certificate of the Secretary of the Company dated as of the Closing Date certifying: (i) Date, stating that no amendments have been made to the Company's Certificate of Incorporation and Bylaws have not been amended since the date so certified, and (y) the By-laws of the copies thereof previously delivered to Medtronic; (ii) that attached thereto is a true and complete copy of all resolutions adopted Company, certified 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 Secretary of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph Closing Date; (b); and (civ) such additional supporting documents a Due incorporation and other information with respect to the operations and affairs of Good Standing Certificate for the Company as Medtronic or its counsel reasonably may request.from

Supporting Documents. Medtronic (a) The Company shall have delivered to the Investor an opinion of counsel in form and its content reasonably satisfactory to the Investor. (b) The Investor and their counsel shall have received copies of the following documents: (ai) a certificate of the Secretary of State of the State state of Delaware incorporation of the Company and each of its Affiliates dated as of a date within five three days prior to the Closing Date as to the good standing corporate existence of the Company and the payment each of all excise taxes by the Company its Affiliates and listing all documents of the Company and each of its Affiliates on file with said such Secretary of State, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (bii) a certificate of the Secretary of the Company dated as of the Closing Date and certifying: (iA) that the Company's Certificate ’s and each Affiliate’s then current Articles of Incorporation and Bylaws have not been amended since the date of the copies thereof previously delivered to MedtronicBylaws; (iiB) 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, delivery and performance of this Agreement and the Transaction Documents, and the issuance, sale, sale and delivery of the Purchased Securities and the Conversion 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 AgreementAgreement and the Transaction Documents; and (iiiC) to the incumbency and specimen signature of each officer of the Company and its Affiliates executing this Agreement, the stock certificates representing the Purchased SharesTransaction Documents, 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 subsection (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic any Investor or its the Investor’s counsel reasonably may request.

Supporting Documents. Medtronic and its counsel The Purchasers shall have received copies of the following documents: (ai) (A) the Articles of Incorporation of the Company, as amended, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Georgia, and (B) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and good standing of the Company and Company, the payment of all excise franchise taxes by the Company 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 2.1Secretary; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate Bylaws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and/or the stockholders of the Company authorizing the execution, delivery, and performance of this Agreement and Agreement, the issuance, sale, and delivery of the Purchased SharesSeries A Shares and the reservation, issuance and delivery of the Conversion Shares and that all such resolutions are in full force and effect effect, and are all the resolutions adopted in connection with the foregoing agreements and the transactions contemplated by this Agreementthereby; (C) that the Articles of Incorporation have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) 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 clause (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic or its counsel the Purchasers reasonably may request.

Supporting Documents. Medtronic and its counsel The Purchaser shall have received copies of the following documentson or prior to the Initial Closing Date: (a) Copies of resolutions of the boards of directors of the Company and each Company Subsidiary, certified by the Secretary or other authorized officer of the Company and each Company Subsidiary, as the case may be, authorizing and approving, the execution, delivery and performance of the Transaction Documents to which the Company or each Company Subsidiary is a party and all other documents and instruments to be delivered pursuant hereto and thereto; (b) Certificates of incumbency executed by the Secretary of each of the Company and each Company Subsidiary, (A) certifying the names, titles and signatures of the officers authorized to execute the Transaction Documents to be executed by the Company, or each Company Subsidiary, as the case may be, and (B) further certifying that the certificate of incorporation, certificate of formation and bylaws of the Company, or each Company Subsidiary, as the case may be, delivered to the Purchaser at the time of the execution of this Agreement have been validly adopted and have not been amended or modified; (c) Certificates of good standing with respect to the Company and each Company Subsidiary issued by the jurisdiction of organization and copies of the certificate of incorporation or formation of the Company and each Company Subsidiary each certified by 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)Delaware; and (cd) such additional supporting documents The favorable opinion of King & Spalding LLP in form and other information with respect substance satisfactory to the operations and affairs of the Company as Medtronic or its counsel reasonably may requestPurchaser.

Supporting Documents. Medtronic At or prior to the Effective Time, Parent and its counsel shall have received copies of the following supporting documents: (ai) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a certificate of recent date by the Secretary of State of the State of Delaware New Jersey, and a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Secretary; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date certifying: Effective Time 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; (iiw) that attached thereto is a true and complete copy of all the By-laws of the Company as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, and delivery of the Purchased SharesAgreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (y) 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)(x) above; and (iiiz) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Agreement 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 (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic Parent or its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to Parent and its counsel.

Supporting Documents. Medtronic and its counsel The Buyer shall have received copies of from the following documentsSeller the following: (a) a certificate A Certificate of the Secretary of State of the State of Delaware South Carolina dated as of a recent date within five days prior as to the Closing Date due incorporation and good standing of the Seller; (b) To the extent applicable, one or more certificates of officials from the jurisdictions listed on Schedule 3.1 hereto 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 Seller in Section 2.1such jurisdictions; (bc) a A certificate of the Secretary or an Assistant Secretary of the Company Seller dated as of the Closing Date certifying: and certifying (i) that attached thereto are true, complete and correct copies of the Company's Certificate certificate of Incorporation incorporation and Bylaws have not been by-laws of the Seller, as amended since to and as in effect on the date of the copies thereof previously delivered to Medtronic; such certification, (ii) that attached thereto is a true are true, complete and complete copy correct copies of all the resolutions duly adopted by the Board of Directors Director of the Company Seller and Shareholder, approving the transactions contemplated hereby and authorizing the execution, delivery, delivery and performance by the Seller of this Agreement and the issuance, sale, sale and delivery transfer of the Purchased SharesAssets, and that all as in effect on the date of such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; certification, 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 signatures of those officers of the officer signing Seller executing any instrument or other document delivered in connection with such transactions; (d) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the certificate referred to in this paragraph (b)Seller from the states and local jurisdictions where the principal places of business of the Seller and the Purchased Assets are located; and (ce) such Such additional supporting documents and other information with respect to as the operations and affairs of the Company as Medtronic Buyer or its counsel may reasonably may request.

Supporting Documents. Medtronic The Purchaser and its counsel shall have received copies of the following documents: (ai) a certificate of the Secretary of State of the State of Delaware Delaware, dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Company; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that the Company's Certificate of Incorporation attached to this Agreement is a true and Bylaws have complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the copies thereof previously last amendment referred to in the certificate delivered pursuant to Medtronicclause (ii)(A) above; (iiC) 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; (D) 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, delivery and performance of this Agreement Agreement, and the issuance, sale, sale and delivery of the Purchased Shares, Convertible Debentures 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 (iiiE) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Convertible Debentures 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 (bsubparagraph 6.01(g)(ii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Purchaser or its counsel reasonably may request.

Supporting Documents. Medtronic and its counsel On or prior to the Closing Date, the Designated Representative shall have received copies of the following supporting documents: (ai) a certificate copy of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by 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 2.1Delaware; (bii) a certificate of good standing certified by the Secretary of State of the State of Delaware; and (iii) a certificate of the Secretary of the Company Company, dated as of the Closing Date and 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; (iiA) that attached thereto is a true and complete copy of all 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 resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery, delivery and performance of this Agreement and the other agreements to be executed by the Company under this Agreement, the issuance, sale, and delivery of the Purchased SharesSeries A Preferred Stock and Warrants, and that all such resolutions are still 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 (A) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement and the other agreements to be executed by the Company under this Agreement, the stock certificate or certificates representing the Purchased Shares, Series A Preferred Stock 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 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. Medtronic The Purchaser and its counsel shall have received copies of the following documents: (ai) a certificate of the Secretary of State of the State of Delaware Delaware, dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Company; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that the Company's Certificate of Incorporation attached to this Agreement is a true and Bylaws have complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the copies thereof previously last amendment referred to in the certificate delivered pursuant to Medtronicclause (ii)(A) above; (iiC) 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; (D) 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, delivery and performance of this Agreement Agreement, and the issuance, sale, sale and delivery of the Purchased Shares, Convertible Debentures 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 (iiiE) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Convertible Debentures 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 subparagraph 6.01 (bg) (ii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Purchaser or its counsel reasonably may request.

Supporting Documents. Medtronic and its counsel On or prior to the Closing Date, the Company shall have received copies of the following supporting documents: (ai) (1) the charter documents of Sunrise, certified as of a recent date by the Secretary of State of the State of Georgia; and (2) a certificate of the Secretary of State or other appropriate official of the State of Delaware dated as of a date within five days prior to the Closing Date Georgia as to the good standing due incorporation and existence of the Company and the payment of all excise taxes by the Company such corporation, 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 2.1official; (bii) a certificate of the Secretary or an Assistant Secretary of the Company Sunrise, dated as of the Closing Date certifying: and 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; (ii1) that attached thereto is a true and complete copy of all the Charter and By-laws of Sunrise as in effect on the date of such certification; (2) that the Charter of such corporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; (3) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company such corporation, authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, Other Agreements to which such corporation is a party and delivery the consummation 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 Agreementhereby and thereby; and (iii4) as to the incumbency and specimen signature of each officer of the Company Sunrise executing this Agreement, the stock certificates representing the Purchased Sharesany Other Agreement, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company said corporation as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (bii); and and (ciii) such additional supporting documents and other information with respect to the operations and affairs of Sunrise as the Company as Medtronic or its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to the Company and its counsel.

Supporting Documents. Medtronic The Investor and its their special counsel shall have received copies of the following documents: (a) a certificate copy of the Secretary of State Charter and the by-laws of the State of Delaware dated Company, certified as of a recent 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 2.1a Notary Public; (b) a certificate of the Secretary of the Company dated as of at the Closing Date and 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 and the partners of the Company authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, Partners Agreement; the issuance and delivery of the Purchased SharesClass A and Class B shares as provided in Section 1.1 hereof, and that all such resolutions are in full force and effect and are all the resolutions were adopted in connection with the transactions contemplated by this Agreement, and the Partners Agreement; (ii) that the Company's and each of the Predecessors' by-laws have not been amended since the date of the certificate delivered pursuant to paragraph (a) above; and (iii) to the incumbency and specimen signature of each officer of the Company executing this Agreement and the Partners Agreement, the stock certificates shares representing the Purchased SharesClass A and Class B 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 certified copies of the Company as Medtronic or its counsel reasonably may requestauthorizations issued by the Mexican Competition Commission (Comision Federal de Competencia), the Ministry of Interior (Secretaria de Gobernacion), and the Ministry of Communications and Transportations (Secretaria de Comunicaciones y Transportes) in connection with the transfers of ownership contemplated by this Agreement.

Supporting Documents. Medtronic The Company and its counsel the Sellers shall have received copies of delivered to the following documents: (a) Buyer a certificate (i) of the Secretary of State of the State of Delaware Kansas dated as of a date the Closing Date or within five three (3) business days prior to the Closing Date Date, certifying as to the corporate legal existence and good standing of the Company 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; (bii) a certificate of the Secretary of the Company dated as the Closing Date, certifying on behalf of the Closing Date certifying: Company (iw) that attached thereto is a true and complete copy of the certificate of incorporation of the Company's Certificate of Incorporation and Bylaws have not been amended since , as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iix) 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; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of and the Company Stockholders, authorizing the execution, delivery, delivery and performance of this [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement and the issuance, sale, and delivery consummation 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 Agreementhereby; and (iiiz) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state clearance certificates from each such jurisdiction in which the Company executing this Agreementdoes business has been applied for, and in lieu of each such certificate, the stock certificates representing Company will provide to the Purchased Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company Buyer written evidence as to the incumbency and signature absence of any such liens which will be certified by 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 requestCompany’s Treasurer.

Supporting Documents. Medtronic and its counsel The Sellers shall have received copies of the following documentsfollowing: (a) A copy of the Certificate of Incorporation of the Buyer, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (b) A certificate of the Secretary of State of the State of Delaware dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Buyer; (bc) a A certificate of the Secretary or an Assistant Secretary of the Company Buyer dated as the date of the Closing Date certifying: Closing, and certifying (i) that attached thereto is a true, complete and correct copy of the Company's By-laws of the Buyer as in effect on the date of such certification, (ii) that the Certificate of Incorporation and Bylaws have of the Buyer has not been amended since the date of the copies thereof previously last amendment referred to in the certificate delivered pursuant to Medtronic; Subsection (iia) above, (iii) that attached thereto is a true are true, complete and complete copy correct copies of all the resolutions duly adopted by the Board of Directors of the Company Buyer approving the transactions contemplated hereby and authorizing the execution, delivery, delivery and performance by the Buyer of this Agreement and as in effect on the issuance, saledate of such certification, 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 (iiiiv) 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 signatures of certain officers of the officer signing the certificate referred to Buyer executing any instrument or other document delivered in this paragraph (b)connection with such transactions; and (cd) such additional supporting documents Copies of all authorizations, consents, approvals, notices, filings and other information with respect registrations referred to the operations and affairs of the Company as Medtronic or its counsel reasonably may requestin Section 4.2(b) hereof.

Supporting Documents. Medtronic The Investor and its counsel shall have -------------------- received copies of the following documents:documents at each Closing (except as otherwise noted): (a) the Articles certified as of a certificate of recent date prior to the Initial Closing by 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 StateFlorida, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (b) a certificate of said Secretary dated as of a recent date prior to the Initial Closing as to the existence of the Company, ICN and ICNI; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (ia) that attached thereto is a true and complete copy of the Company's Certificate Bylaws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iib) 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, delivery and performance of this Agreement and the Collateral Agreements, the designation, issuance, sale, sale and delivery of the Purchased Preferred Shares and Warrants and the reservation, issuance and delivery of the Conversion Shares and Warrant Shares, and (c) 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 (iiid) that the Articles have not been amended since the date of the certificate delivered pursuant to clause (i)(b) above (a certificate of the incumbency and specimen signature of each officer Secretary or an Assistant Secretary 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 dated as of the Company Second Closing Date and the Third Closing Date, respectively, certifying only as to the incumbency matters discussed in (ii) (c) and signature of (ii) (d) above shall be delivered on the officer signing the certificate referred to in this paragraph (bSecond Closing Date and Third Closing Date, respectively); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Investor or its counsel may reasonably may request.

Supporting Documents. Medtronic The Investors and its counsel to the Investors -------------------- shall have received copies of the following documents: (ai) (A) the Certificate of Incorporation, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Connecticut and (B) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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;Company. (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) 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, delivery and performance of this Agreement the Transaction Documents and the issuancereservation, sale, issuance and delivery of the Purchased Sharesshares of Common Stock to be issued upon exercise of the Warrants, 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 Agreementthe Transaction Documents; (C) that the Certificate of Incorporation have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, any of the stock certificates representing the Purchased SharesTransaction Documents, 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 clause (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Investors or its counsel to the Investors reasonably may reasonably request.

Supporting Documents. Medtronic The Purchasers and its their counsel shall have -------------------- received copies of the following documents: (ai) (A) the Charter, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Delaware, and (B) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and good standing of the Company and Company, the payment of all excise franchise 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;Secretary. (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) 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, delivery and performance of this Agreement and the Transaction Agreements, the issuance, sale, sale and delivery of the Purchased Preferred Shares and the reservation, issuance and delivery of the Conversion 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 Agreementthe Transaction Agreements; (C) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreementthe Transaction Agreements, the stock certificates representing the Purchased Shares, Preferred 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 clause (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Purchasers or its their counsel reasonably may request.

Supporting Documents. Medtronic and its counsel The Investor shall have received copies of the following documents: supporting documents (ain form and substance satisfactory to the Investor): (i) a certificate certificates of the Secretary of State of the State of Delaware California, dated as of a date within five days prior to the Closing Date recent date, as to the due incorporation or organization and 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; (ii) a telegram, telex or other acceptable method of confirmation from said Secretary of State, and evidence satisfactory to Medtronic as of the filing close of business on the Business Day preceding the Effective Date as to the continued good standing of the Certificate of Designation described in Section 2.1; Company; (biii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the Closing Effective Date and 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; (ii1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws as in effect on the date of such certification (each of which shall be in form and substance satisfactory to the Investor); (2) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) and the stockholders of the Company authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, and delivery of the Purchased SharesTransaction Documents, and that all such resolutions are still in full force and effect and are all effect; (3) that the resolutions adopted Certificate of Incorporation has not been amended since the date of the last Certificate referred to in the certificate delivered pursuant to clause (i) above other than in connection with the transactions contemplated by this Agreementfiling of the Certificate; and (iii4) to the incumbency and specimen signature of each officer all officers of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Transaction Documents 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 clause (biii); and and (civ) such additional supporting documents and other information with respect to the operations operation and affairs of the Company as Medtronic or its counsel the Investor may reasonably may request.

Supporting Documents. Medtronic On or prior to the Closing Date, Sellers and its counsel shall have received copies of the following supporting documents: (a1) the charter documents of the Company certified as of a recent date by the Secretary of State of the State of Tennessee; and (2) a certificate of the Secretary of State or other appropriate official of the State of Delaware dated as of a date within five days prior to the Closing Date Tennessee as to the due incorporation and good standing of the Company and the payment of all excise taxes by the Company 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 2.1official; (bii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the Closing Date certifying: and 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; (ii1) that attached thereto is a true and complete copy of all the Certificate of Incorporation and By-laws of the Company as in effect on the date of such certification; (2) 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) (2) above; (3) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company Company, authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, Other Agreements to which the Company is a party and delivery the consummation 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 Agreementhereby and thereby; and (iii4) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Sharesany Other Agreement, 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 (bii); and (ciii) such additional supporting documents and other information with respect to the operations operation and affairs of the Company as Medtronic Sellers or its their counsel may reasonably may request. All such document shall be reasonably satisfactory in form and substance to Sellers and their counsel.

Supporting Documents. Medtronic The Purchasers and its their counsel shall have received copies of the following documents: (ai) (A) the Charter, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Delaware, and (B) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and good standing of the Company and Company, 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 2.1Secretary; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) 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, delivery and performance of this Agreement and Agreement, the issuance, sale, sale and delivery of the Purchased 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 Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the stock certificates representing the Purchased Shares, 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 paragraph clause (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Purchasers or its their counsel reasonably may request.

Supporting Documents. Medtronic At or prior to the Effective Time, Parent and its counsel shall have received copies of the following supporting documents: (ai) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Delaware, and a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Secretary; (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date certifying: Effective Time 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; (iiw) that attached thereto is a true and complete copy of all the 37 By-laws of the Company as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, and delivery of the Purchased SharesAgreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (y) 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)(x) above; and (iiiz) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Agreement 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 (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic Parent or its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to Parent and its counsel.

Supporting Documents. Medtronic The Investors and its counsel to the Investors shall have received copies of the following documents: (ai) (A) the Certificate of Incorporation, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Connecticut and (B) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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;Company. (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) 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, delivery and performance of this Agreement the Transaction Documents and the issuancereservation, sale, issuance and delivery of the Purchased Sharesshares of Common Stock to be issued upon exercise of the Warrants, 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 Agreementthe Transaction Documents; (C) that the Certificate of Incorporation have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, any of the stock certificates representing the Purchased SharesTransaction Documents, 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 clause (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Investors or its counsel to the Investors reasonably may reasonably request.

Supporting Documents. Medtronic On or prior to the Closing Date, -------------------- Fiserv and its counsel Buyer shall have received copies of the following supporting documents: (a1) copies of the Articles of Incorporation of the Company, and all amendments thereto, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Iowa and (2) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and 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 2.1Secretary; (bii) a certificate certificates of the Secretary or an Assistant Secretary of the Company, as appropriate, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the By-laws 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 in effect on the date of the copies thereof previously delivered to Medtronicsuch certification and at all times since January 1, 1995; (ii2) 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, delivery and performance of this Agreement and the issuance, sale, and delivery of the Purchased Shares, and that all such resolutions resolu- tions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (3) that the Articles of Incorporation of the Company have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) (2) above; and (iii4) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Shares, Agreement and any certificate or instrument furnished pursuant hereto, and a certification certificate by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (bii); and (ciii) such additional supporting documents a certificate of JWGFC, Seller and other information with respect the Company to the operations and affairs of effect that the Company as Medtronic or its counsel reasonably may requestcondition hereto set forth in paragraph (g) hereof has been satisfied.

Supporting Documents. Medtronic and its counsel The Purchaser shall have received copies of the following documentsfollowing: (a) Copies of resolutions of the boards of directors of the Seller and the Company, as the case may be, certified by the Secretary or other authorized officer of the Seller or the Company, as the case may be, authorizing and approving, the execution, delivery and performance of the Transaction Documents to which the Seller or the Company, as the case may be, is a party and all other documents and instruments to be delivered pursuant hereto and thereto; (b) Certificates of incumbency executed by the Secretary of the Seller or the Company, as the case may be, (A) certifying the names, titles and signatures of the officers authorized to execute the Transaction Documents to be executed by the Seller or the Company, as the case may be, and (B) further certifying that the certificate of incorporation, certificate of formation and bylaws of the Seller and the Company, as the case may be, delivered to the Purchaser at the time of the execution of this Agreement have been validly adopted and have not been amended or modified; (c) Certificates of good standing with respect to the Seller and the Company issued by the jurisdiction of organization and copies of the respective certificates of incorporation or formation of the Seller and the Company each certified by 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)Delaware; and (cd) such additional supporting documents and other information Certificate of Non-Foreign Status with respect to the operations and affairs Seller, in a form satisfactory to the Purchaser, in compliance with the requirements of Section 1445 of the Company as Medtronic or its counsel reasonably may requestCode.

Supporting Documents. Medtronic On or prior to the Closing Date, the Company and its counsel shall have received copies of the following supporting documents: (a1) the charter documents of LHS, SHS and NFI, certified as of a recent date by the Secretary of State of the State of Tennessee; and (2) a certificate of the Secretary of State or other appropriate official of the State of Delaware dated as of a date within five days prior to the Closing Date Tennessee as to the good standing due incorporation and existence of the Company and the payment of all excise taxes by the Company such corporation, 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 2.1official; (bii) a certificate of the Secretary or an Assistant Secretary of the Company LHS, SHS and NFI, dated as of the Closing Date certifying: and 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; (ii1) that attached thereto is a true and complete copy of all the Charter and By-laws of such corporation as in effect on the date of such certification; (2) that the Charter of such corporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; (3) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company such corporation, authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, Transition Agreements to which such corporation is a party and delivery the consummation 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 Agreementhereby and thereby; and (iii4) as to the incumbency and specimen signature of each officer of the Company such corporation executing this Agreement, the stock certificates representing the Purchased Sharesany Additional Agreement, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company said corporation as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of any member of the Acquired Group as the Company as Medtronic or its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to the Company and its counsel.

Supporting Documents. Medtronic (a) The Company shall have delivered to the Investor an opinion of counsel in form and its content reasonably satisfactory to the Investor. (b) The Investor and their counsel shall have received copies of the following documents: (ai) a certificate of the Secretary of State of the State state of Delaware incorporation of the Company and each of its Affiliates dated as of a date within five three days prior to the Closing Date as to the good standing corporate existence of the Company and the payment each of all excise taxes by the Company its Affiliates and listing all documents of the Company and each of its Affiliates on file with said such Secretary of State, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (bii) a certificate of the Secretary of the Company dated as of the Closing Date and certifying: (iA) that the Company's Certificate ’s and each GeoPharma Entity’s then-current Articles of Incorporation and Bylaws have not been amended since the date of the copies thereof previously delivered to MedtronicBylaws; (iiB) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Company authorizing (and, as applicable, any other GeoPharma Entity)authorizing the execution, delivery, delivery and performance of this Agreement and the Transaction Documents, and the issuance, sale, sale and delivery of the Purchased Securities and the Conversion 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 AgreementAgreement and the Transaction Documents; and (iiiC) to the incumbency and specimen signature of each officer of the Company and, as applicable, any other GeoPharma Entity executing this Agreement, the stock certificates representing the Purchased SharesTransaction Documents, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company and, as applicable, any other GeoPharma Entity as to the incumbency and signature of the officer signing the certificate referred to in this paragraph subsection (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company and each other GeoPharma Entity as Medtronic the Investor or its the Investor’s counsel reasonably may request.

Supporting Documents. Medtronic On or prior to the Closing Date, LHS and its counsel shall have received copies of the following supporting documents: (a1) the charter documents of the Company certified as of a recent date by the Secretary of State of the State of Delaware; and (2) a certificate of the Secretary of State or other appropriate official of the State of Delaware dated as of a date within five days prior to the Closing Date as to the due incorporation and good standing of the Company and the payment of all excise taxes by the Company 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 2.1official; (bii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the Closing Date certifying: and 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; (ii1) that attached thereto is a true and complete copy of all the Certificate of Incorporation and By-laws of the Company as in effect on the date of such certification; (2) 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)(2) above; (3) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company Company, authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, Transition Agreements to which the Company is a party and delivery the consummation 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 Agreementhereby and thereby; and (iii4) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Sharesany Additional Agreement, 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 (bii); and (ciii) such additional supporting documents and other information with respect to the operations operation and affairs and capitalization of the Company as Medtronic LHS or its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to LHS and its counsel.

Supporting Documents. Medtronic The Purchasers and its their counsel shall have received copies of the following documents: (ai) (A) the Certificate of Good Standing of the Company, certified as of a recent date by the Comptroller of Public Accounts of the State of Texas, and (B) a certificate Certificate of Existence of the Company, certified as of a recent date by the Secretary of State of the State of Delaware dated as of a date within five days prior to the Closing Date Texas as to the good standing existence of the Company and the payment of all excise taxes by the Company in Texas 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 2.1Secretary; (bii) a certificate of the Secretary of the Company dated as of the Closing Date Date, addressed to such Purchaser and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate Bylaws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) 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, delivery and performance of this Agreement, the Registration Rights Agreement and the issuance, sale, sale and delivery of the Purchased Shares and the 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; and (iiiC) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the stock certificates representing Registration Rights Agreement and the Purchased SharesWarrants, 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)Secretary; and (ciii) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic the Purchasers or its their counsel reasonably may request.

Supporting Documents. Medtronic On or prior to the Closing Date, Sellers and its counsel shall have received copies of the following supporting documents: (a1) the charter documents of the Company certified as of a recent date by the Secretary of State of the State of Delaware; and (2) a certificate of the Secretary of State or other appropriate official of the State of Delaware dated as of a date within five days prior to the Closing Date as to the due incorporation and good standing of the Company and the payment of all excise taxes by the Company 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 2.1official; (bii) a certificate of the Secretary of an Assistant Secretary of the Company Company, dated as of the Closing Date certifying: and 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; (ii1) that attached thereto is a true and complete copy of all the Certificate of Incorporation and By-laws of the Company as in effect on the date of such certification; (2) 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)(2) above; (3) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company Company, authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, Other Agreements to which the Company is a party and delivery the consummation 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 Agreementhereby and thereby; and (iii4) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, the stock certificates representing the Purchased Sharesany Other Agreement, 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 (bii); and (ciii) such additional supporting documents and other information with respect to the operations operation and affairs of the Company as Medtronic Sellers or its counsel may reasonably may request. All such document shall be reasonably satisfactory in form and substance to Sellers and their counsel.

Supporting Documents. Medtronic The Purchasers and its their counsel shall have received copies of the following documents: (ai) (A) the Charter, certified as of a certificate of 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 within five days prior to the Closing Date as to the due incorporation and good standing of the Company and Company, 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;Secretary; and (bii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the Company's Certificate By-laws of Incorporation and Bylaws have not been amended since the Company as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification; (iiB) 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 an increase in the authorized capital stock, the execution, delivery, delivery and performance of this Agreement and the Transaction Documents, the issuance, sale, sale and delivery of the Purchased Convertible Debentures and the reservation, issuance and delivery of the Conversion 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 Agreementthe Transaction Documents; (C) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (iiiD) to the incumbency and specimen signature of each officer of the Company executing this Agreement, any of the stock certificates representing the Purchased Shares, Transaction Documents 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 clause (bii); 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. Medtronic and its counsel On or prior to the date hereof, the Bank shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (a) a A certificate of the Secretary of State of the State of Delaware or certificates, dated as of a the date within five days prior to hereof, of (i) 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 or any Assistant Secretary of the Company dated as of the Closing Date certifying: 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; (iiA) that attached thereto is a true and complete correct copy of all certain resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery, delivery and performance of this Agreement the Loan Documents and the issuanceperformance of the Company's obligations and the borrowings thereunder, salewhich resolutions have not been altered or amended in any respect, and delivery of the Purchased Shares, and that all such resolutions are remain in full force and effect at all times since their adoption: (B) that attached thereto is a true and are all correct copy of the resolutions adopted in connection with Certificate of Incorporation of the transactions contemplated by this AgreementCompany, that such Certificate of Incorporation has not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the certificate of the Secretary of State of the State of Florida attached thereto; and (iiiC) to the incumbency and specimen signature signatures of each the officers of the Company signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Company in connection therewith, and (ii) another authorized 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 certifying the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this paragraph Company; (b); and) A certificate of the Florida Secretary of State dated as of a recent date, as to the good standing of the Company; (c) such A copy of the corporate By-Laws certified by the Secretary as a true and correct copy; (d) Such additional supporting or similar documents and other information with respect as the Bank may reasonably request in regard to the operations and affairs of the Company as Medtronic or its counsel reasonably may requestCompany.

Supporting Documents. Medtronic The Company and its counsel the Sellers shall have received copies of delivered to the following documents: (a) Buyer a certificate (i) of the Secretary of State of the State of Delaware dated as of a date the Closing Date or within five three (3) business days prior to the Closing Date Date, certifying as to the legal existence and good standing of the Company 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; (bii) a certificate of the Secretary of the Company dated as the Closing Date, certifying on behalf of the Closing Date certifying: Company (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; (iiw) that attached thereto is a true and complete copy of all resolutions the certificate of incorporation of the Company, as in effect on the date of such certification; (x) 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; (y) that attached thereto is a true and complete copy of adopted by the Board board of Directors of the Company directors, authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, and delivery consummation 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 Agreementhereby; and (iiiz) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state clearance certificates from each such jurisdiction in which the Company executing this Agreementdoes business has been applied for, and in lieu of each such certificate, the stock certificates representing Company will provide to the Purchased Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company Buyer written evidence as to the incumbency and signature absence of any such liens which will be certified by 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 requestCompany’s Treasurer.

Supporting Documents. Medtronic and its counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (ai) a certificate certificates of the Secretary of State of the State of Delaware Colorado, dated as of a recent date within five days prior to the Closing Date as to the due incorporation or organization and 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 2.1Secretary; (bii) a certificate of the Secretary or an Assistant Secretary of the Company in substantially the form of EXHIBIT "C", dated as of the Closing Date Date, and certifying: (i) that attached thereto is a true, correct and complete copy of each of the Company's Certificate of Incorporation and Bylaws have not been amended since By-Laws as in effect on the date of the copies thereof previously delivered such certification (each of which shall be in form and substance satisfactory to Medtronicsuch Purchaser); (ii) that attached thereto is a true true, correct and complete copy of all resolutions Resolutions adopted by the Board of Directors (and any committees thereof) of the Company authorizing the execution, delivery, delivery and performance of this Agreement the Documents and the issuance, sale, and delivery of the Purchased Common Shares, and that all such resolutions are still in full force and effect and are all attached hereto as EXHIBIT "D"; (iii) that the resolutions adopted Certificate of Incorporation has not been amended since the date of the last amendment referred to in connection with the transactions contemplated by this Agreementcertificate delivered pursuant to clause (i) above; and (iiiiv) to the incumbency and specimen signature of each officer all officers of the Company executing this Agreementthe Documents, the stock certificates representing the Purchased Common 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 Paragraph (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. Medtronic and its counsel shall On or prior to the Effective Date, the Company, the Shareholders have received copies of the following supporting documents: (ai) (A) copies of the Articles of Incorporation of ASI and Holdings, and all amendments thereto, certified as of a certificate of recent date by the Secretary of State of the State of Delaware Colorado, in the case of ASI, or by the Secretary of State of the State of Texas, in the case of Holdings, and (B) a certificate of said Secretaries dated as of a recent date within five days prior to the Closing Date as to the due incorporation and good standing of ASI and Holdings, as the Company and the payment of all excise taxes by the Company case may be, and listing all documents of the Company relevant 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;Secretary; and (bii) a certificate of the Secretary or an Assistant Secretary of each of ASI and Holdings dated the Company dated as of Effective Date and certifying substantially to the Closing Date certifying: effect (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; (iiA) that attached thereto is a true and complete copy of the By-laws of the particular company as in effect on the date of such certification and at all times since December 31, 1997 (or since inception, in the case of Holdings); (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company particular company authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, and delivery of the Purchased SharesAgreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Articles of Incorporation of the particular corporation have not been amended since the date of the last amendment referred to in the certificate (if any) delivered pursuant to clause (B) above; and (iiiD) as to the incumbency and specimen signature of each officer of the Company particular company executing this Agreement, the stock certificates representing the Purchased Shares, and any certificate or instrument furnished pursuant hereto, Agreement and a certification by another officer of the Company such company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (bii); 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. Medtronic On or prior to the Closing Date, -------------------- Seller, the Company and its their counsel shall have received copies of the following supporting documents: (a1) copies of the Articles of Incorporation of Buyer, and all amendments thereto, certified as of a certificate of recent date by the Secretary of State of the State of Delaware and (2) a certificate of said Secretary dated as of a recent date within five days prior to the Closing Date as to the due incorporation and good standing of the Company and the payment of all excise taxes by the Company Buyer and listing all documents of the Company Buyer 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;Secretary; and (bii) a certificate of the Secretary or an Assistant Secretary of the Company Buyer dated as of the Closing Date certifying: and certifying (i1) that attached thereto is a true and complete copy of the Company's Certificate By-laws of Incorporation and Bylaws have not been amended since Buyer as in effect on the date of the copies thereof previously delivered to Medtronicsuch certification and at all times since December 31, 1998; (ii2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Company Buyer authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, and delivery of the Purchased Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (3) that the Certificate of Incorporation of Buyer has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) (2) above; and (iii4) as to the incumbency and specimen signature of each officer of the Company Buyer executing this Agreement, the stock certificates representing the Purchased Shares, and any certificate or instrument furnished pursuant hereto, Agreement and a certification by another officer of the Company Buyer as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (bii); and (c) . All such additional supporting documents shall be reasonably satisfactory in form and other information with respect substance to the operations Seller and affairs of the Company as Medtronic or its counsel reasonably may requestcounsel.

Supporting Documents. Medtronic On or prior to the Closing Date, the Company and its counsel shall have received copies of the following supporting documents: (a1) the charter documents of Horizon, certified as of a recent date by the Security of State of the State of Tennessee; and (2) a certificate of the Secretary of State or other appropriate official of the State of Delaware dated as of a date within five days prior to the Closing Date Tennessee as to the good standing due incorporation and existence of the Company and the payment of all excise taxes by the Company such corporation, 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 2.1official; (bii) a certificate of the Secretary or an Assistant Secretary of the Company Horizon, dated as of the Closing Date certifying: and 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; (ii1) that attached thereto is a true and complete copy of all the Charter and By-laws of Horizon as in effect on the date of such certification; (2) that the Charter of such corporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) (2) above; (3) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company such corporation, authorizing the execution, delivery, delivery and performance of this Agreement and the issuance, sale, Other Agreements to which such corporation is a party and delivery the consummation 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 Agreementhereby and thereby; and (iii4) as to the incumbency and specimen signature of each officer of the Company Horizon executing this Agreement, the stock certificates representing the Purchased Sharesany Other Agreement, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company said corporation as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (bii); and (ciii) such additional supporting documents and other information with respect to the operations and affairs of Horizon as the Company as Medtronic or its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to the Company and its counsel.