Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser:
(i) A copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors of the Company evidencing the approval of this Agreement, the issuance of the Shares and the other matters contemplated hereby, and a copy of the Bylaws of the Company, all of which shall have been certified by the Secretary of the Company to be true, complete and correct in every particular, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Shares.
(ii) A customary opinion of counsel to the Company covering the matters set forth in Exhibit A hereto.
(iii) A certificate of the Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificate for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers.
(iv) A certificate of the President of the Company stating (A) that the representations and warranties made by the Company in this Agreement are true and correct in all material respects at the date hereof and as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing, and (B) that all covenants and conditions required to be performed prior to or at the Closing have been performed as of the Closing.
(v) A Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware, dated as of a recent date.
Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchasers:
(i) A Registration Rights Agreement executed by the Company, substantially in the form attached as Exhibit G hereto (the "Registration Rights Agreement");
(ii) The Certificate of Designation, adopted by the Board of Directors of the Company, as attested by the Secretary or an Assistant Secretary of the Company and filed with the Department of Consumer & Industry Services of the State of Michigan;
(iii) A certified copy of the Company's Restated Articles of Incorporation, as amended and the Company's Bylaws; a certified copy of the resolutions of the Board of Directors evidencing approval of the Basic Documents, the Units, the Preferred Shares, the Warrants and other matters contemplated hereby; and certified copies of all documents evidencing other necessary corporate, shareholder or other action and governmental approvals, if any, with respect to the execution, delivery and performance of the Basic Documents, the Units, the Preferred Shares and the Warrants;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers authorized to sign this Agreement and the other Basic Documents and issue the Units, the Shortfall Warrants and the Litigation Warrants on behalf of the Company, together with the true signatures of such officers. The Purchasers may rely conclusively on such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;
Documentation at Closing. The Purchaser shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchaser and its counsel:
(a) The Note duly executed and delivered by the Company.
(b) The Warrant duly executed and delivered by the Company.
(c) Payment of all accrued but unpaid interest and penalties, if any, under the Bridge Note.
(d) An executed amended and restated guaranty from JLSI in substantially the form attached hereto as EXHIBIT 4.02(d) (the "JLSI Guaranty").
(e) An executed amended and restated guaranty from LTCI in substantially the form attached hereto as EXHIBIT 4.02(e) (the "LTCI Guaranty").
(f) An executed amended and restated guaranty from LTI in substantially the form attached hereto as EXHIBIT 4.02(f) (the "LTI Guaranty").
(g) An executed amended and restated guaranty from VTI in substantially the form attached hereto as EXHIBIT 4.02(g) (the "VTI Guaranty").
(h) A certified copy of all charter documents of the Company and each of the Guarantors; a certified copy of the resolutions of the Board of Directors and, to the extent required, the stockholders of the Company and each of the Guarantors evidencing approval, as applicable, of this Agreement, the Operative Documents and all other matters contemplated hereby and thereby, including, without limitation, the consent of the stockholders of the Company to the transactions contemplated hereby pursuant to the terms of the Restated Stockholders' Agreement; a certified copy of the By-laws of the Company and each of the Guarantors and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, the Operative Documents and all other matters contemplated hereby or thereby.
(i) A favorable opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company and Guarantors, in substantially the form attached hereto as EXHIBIT 4.02(i).
(j) Certificates of the Secretaries or Assistant Secretaries of the Company and each of the Guarantors which shall certify the names of the officers of the Company authorized to sign this Agreement, the Operative Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and each of the Guarantors or any of its officers, together with the true signatures of such officers. The Purchaser may conclusively rely on such certificate until it shall receive a further certificate of the Secretaries or Ass...
Documentation at Closing. The Holder shall have received, on or prior to ------------------------ the date of the Closing, all of the following, each in form and substance satisfactory to the Holder and its counsel:
(1) A certificate, dated the date of the Closing, duly executed by the Chief Executive Officer certifying (1) the Articles of Incorporation and By- Laws of the Company as in effect on the date of the Closing; (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the transactions contemplated hereby; and (3) such other matters as reasonably requested by the Holder;
(2) A certificate, dated the date of the Closing, duly executed by the Chief Executive Officer certifying the statements of the Company to the effect set forth in Sections 2.a. and 2.c.;
(3) Evidence of the filing with, and acceptance by, the Secretary of State of the State of Texas, of the Amended Statement of Resolutions;
(4) An opinion of Xxxx X. Xxxxxx, General Counsel of the Company, dated the date of the Closing, in form, scope and substance reasonably satisfactory to the Holder, to the effect set forth in Annex III --------- attached hereto.
Documentation at Closing. The Purchaser shall have received, prior to or at the Closing, all of the following materials, each in form and substance satisfactory to the Purchaser and its counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing:
(a) Copies of: (i) the Certificate of Incorporation of the Company, as amended or restated to date, together with such evidence as may be available of the filing thereof; (ii) the resolutions of the Board providing for the approval of the Certificate of Designation, the approval of the Transaction Documents, the issuance of the Series B Stock and the Warrants, and all other agreements or matters contemplated hereby or executed in connection herewith (including, without limitation, resolutions (1) approving of the Purchaser and each of its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn ) becoming an interested stockholder (as such term is defined in Section 203 of the DGCL ("Section 203")) pursuant to the transactions contemplated by this Agreement; and (2) acknowledging that any future transactions between any one or more of the Company and its subsidiaries, on the one hand, and any one or more of the Purchaser, its Affiliates and associates (including, without limitation, Carl C. Xxxxx xnd any Person directly or indirectly controlled by Mr. Icahn), on the other hand, shall not be subject to the provisions of Section 203); and (iii) the By-laws of the Company, all of which shall have been certified by the Secretary of the Company, as of the date of the Closing, to be true, complete and correct; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the shares of Series B Stock and the Warrants.
(b) The favorable opinion of counsel for the Company, dated the date of the Closing, in the form attached as EXHIBIT 2.01(B).
(i) A certificate of the Secretary or an Assistant Secretary of the Company, dated the date of the Closing, which shall certify the names of the officers of the Company authorized to sign: (i) this Agreement; (ii) the certificates for the Series B Stock; (iii) the Warrants; and (iv) the other documents, instruments or certificates to be delivered pursuant to this A...
Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchasers and Xxxxxxx Procter LLP, special counsel to the Purchasers:
(a) Certified copies of all Organizational Documents of the Company and each of the Guarantors; certified copies of the Required Company Authorizations of the Company and each of the Guarantors evidencing approval of this Agreement, the other Senior Notes Documents and all other matters contemplated hereby and thereby; certified copies of all documents evidencing any other consents and approvals, including governmental approvals, if any, with respect to this Agreement, the other Senior Notes Documents and all other matters contemplated hereby or thereby.
(b) A certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and each of the Guarantors which certificate shall certify the names of the officers of the Company and the Guarantors, as applicable, authorized to sign this Agreement, the other Senior Notes Documents and any other documents or certificates to be delivered pursuant hereto or thereto by the Company and the Guarantors or any of their respective officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate(s) until they shall receive a further certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company and the Guarantors canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(c) A certificate from a duly authorized officer of the Company stating that (i) the representations and warranties contained in Article V hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct, (ii) no condition or event has occurred or is continuing or will result from the execution and delivery of this Agreement or any other Senior Notes Documents that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) all the conditions set forth in this Article III and in the other Senior Notes Documents have been satisfied (other than those, if any, waived by Agent and the Purchasers in writing).
(d) The Senior Notes duly executed by the Company and registered in the respective names of the Purchasers.
(e) Payment for the costs,...
Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the following materials, each in form and substance reasonably satisfactory to the Purchasers and their counsel, and each of the following events shall have occurred, or each of the following documents shall have been delivered, prior to or simultaneous with the Closing:
(i) A copy of the Restated Certificate of Incorporation of the Company, as amended or restated to date, together with such evidence as is satisfactory to the Purchasers of the filing thereof; a copy of the resolutions of the Board of Directors providing for the approval of the Restated Certificate of Incorporation of the Company in the form attached as Exhibit A, the approval of this Agreement, the issuance of the Shares and all other agreements or matters contemplated hereby or executed in connection herewith; a copy of a consent of stockholders of the Company approving the Restated Certificate of Incorporation of the Company; and a copy of the By-laws of the Company, all of which have been certified by the Secretary of the Company to be true, complete and correct in every particular; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, required to be obtained at or prior to the Closing with respect to this Agreement and the issuance of the Series D Preferred Shares.
(ii) The favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, in the form set forth in Exhibit 2.02(b).
(iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign this Agreement, the certificates for the Series D Preferred Stock and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers.
(iv) A certificate of the President and the Treasurer of the Company stating that the representations and warranties of the Company contained in Article III hereof are true and correct as of the time of the Closing and that all conditions required to be performed by the Company prior to or at the Closing have been performed as of the Closing.
(v) The Company shall have obtained any consents or waivers necessary to be obtained at or prior to the Closing to execute and deliver this Agreement, the Series D Preferred Shares and the other a...
Documentation at Closing. The Purchasers shall have received prior to or at the Closing each of the following documents:
(a) The opinion of Ober, Kaler, Xxxxxx & Xxxxxxx, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Purchasers, covering the matters set forth in Schedule 5.5(a).
(b) A certificate of the President and the Chief Financial Officer of the Company stating that the representations and warranties of the Company contained in Section 2 hereof and otherwise made by the Company in writing in connection with the transactions contemplated hereby are true and correct as of the Closing and that all conditions required to be performed prior to or at the Closing have been performed or waived.
(c) Any consents or waivers of governmental entities or third parties required to be obtained at or prior to the Closing to execute and deliver this Agreement and the Ancillary Agreements and to carry out the transactions contemplated hereby and thereby.
Documentation at Closing. The Company shall have received prior to or at the Closing a certificate of authorized officers of each Purchaser stating that the representations and warranties of such Purchaser contained in Section 3 hereof and otherwise made by such Purchaser in writing in connection with the transactions contemplated hereby are true and correct as of the Closing and that all conditions required to be performed prior to or at the Closing have been performed or waived.
Documentation at Closing. The Purchasers shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to the Purchasers:
