EBIX » Topics » SECTION 8.3 DELIVERIES OF PARENT AND MERGER SUB

This excerpt taken from the EBIX 8-K filed Oct 5, 2006.
SECTION 8.3       DELIVERIES OF PARENT AND MERGER SUB. At the Closing, Parent and Merger Sub will deliver to the Company the following items.

(a)           Certificate of Incorporation. The Certificate of Incorporation of Parent and Merger Sub, certified by the Secretary of State of the state of each entity’s formation as of a recent date.

(b)           Certificates of Good Standing. Certificates of Good Standing, as of a recent date, with respect to Parent and Merger Sub, issued by the Secretary of State of the state of their formation.

(c)           Resolutions. A copy of the resolutions of the Board of Directors of each of Parent and Merger Sub certified by the secretary thereof as having been duly and validly adopted and in full force and effect, authorizing the execution and delivery of this Agreement and the Transaction Documents to which such entity is a party and the performance of the transactions contemplated hereby and thereby.

(d)           Cash Merger Consideration. The Cash Merger Consideration by wire transfer as provided in Section 1.8(d) of this Agreement and in accordance with the Merger Consideration Certificate.

All documents delivered to the Company shall be in form and substance reasonably

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satisfactory to Pillsbury Winthrop Shaw Pittman LLP, counsel for the Company.

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