Good Standing and Other Certificates. The Shareholders shall have delivered to the Purchaser: (a) copies of the Company's charter including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, of the Company's charter documents on file; (c) a copy of the By-Laws of the Company, certified by the respective Secretary of each entity as being true and correct and in effect on the Closing Date. (d) a resolution of the Company's Board of Directors certified by their respective Secretary approving the transactions contemplated hereby.
Appears in 3 contracts
Sources: Securities Exchange Agreement (Brighton Technologies Corp), Securities Exchange Agreement (Global Itechnology Inc), Securities Exchange Agreement (Used Kar Parts Inc)