1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

Home Browse Search

Franchise Consents and the License Consents have been obtained, waived or deemed obtained in accordance with Section 6.2, (ii) the applicable waiting periods required under the HSR Act have expired or otherwise terminated, and (iii) the Company Shareholders' Approval has been obtained (in any event, the "Closing Date"), unless otherwise provided by the mutual agreement, in writing, of the Company, Parent and Merger Sub:and in no event later than the first anniversary of the date hereof (the "Termination Date"). Section &.2 Deliveries and Actions bv Comoanv. The Company shall deliver to Parent the following items, and the Company shall take the following actions, at the Closing. (a) Consents. The Company shall deliver to Parent at Closing originals of the License Consents, Franchise Consents and waivers of all Purchase Rights, other than (i) those License Consents and Franchise Consents deemed received in accordance with Section 6.2 and (ii) those which the parties have waived as conditions to Closing in accordance with Article Six and Article Seven. (b) Articles ofIncorooration. Certified Bvlaws and Certificates of Existence and Good Standing for the Comoanv Entities. The Company shall deliver to Parent at Closing (i) copies of the articles of incorporation or other applicable governing instruments, and all amendments thereto, of each of the Company Entities certified within five Business Days prior to Closing by the SecretarY of State of the State in which such entity is incorporated, (ii) copies ofthe bylaws or other applicable governing instruments of each of the Company Entities certified by the respective SecretarY or Assistant Secretary of each such Company Entity as being correct, complete and in full force and effect on the Closing Date, and (iii) certificates of existence and good standing for each of the Company Entities dated within five Business Days of the Closing Date issued by the Secretary of State ofthe State in which each such entity is incorporated. (c) Companv's Closing Certificate. The Company shall deliver to Parent at Closing a certificate of an executive officer of the Company certifYing, without personal liability (i) as to the incumbency and signatures of the officers of the Company who executed this Agreement and the Company's Related Agreements on behalf of the Company, (ii) as to the adoption of resolutions of the board of directors of the Company being correct, complete and in full force and effect on the Closing Date (though not necessarily dated as of the Closing Date), authorizing (A) the execution and delivery of this Agreement and the Company's Related Agreements, and (B) the performance of the obligations of the Company hereunder and thereunder, (iii) as to the Company's bylaws and all amendments thereto as being correct, complete and in full force and effect on the Closing Date, and (iv) that the conditions to Parent's obligations to consummate the transactions contemplated by this Agreement set forth in Sections 63 and 6.4 have been satisfied. Section 8.3 Deliveries bv Parent. Parent shall deliver the following items, and Parent shall take the following actions, at the Closing. (a) Certificates of Existence. Good Standing and Oualification. Parent shall deliver to the Company at Closing a certified copy of the certificates of incorporation and certificates AT1J90584-8 47