definiens: as that term is defined in Section 897(c)(2 ) of the Code ; ( xii ) the certificate of incorporation or memorandum and articles of association ( or similarorganizational documents ) of the Company and each of its Subsidiaries ( certified by the applicable jurisdiction ofincorporation or formation ( if certification is provided in such jurisdiction ) ) and a certificate of good standing from theapplicable jurisdiction of incorporation ( in any jurisdiction that recognizes the concept of good standing ) and each otherjurisdiction in which the Company and each of its Subsidiaries are qualified to do business, each dated within five ( 5)Business Days prior to the Closing Date ; ( xiii ) a certificate of the secretary and chief executive officer of the Company ( A ) certifying, ascomplete and accurate as of the Closing, attached copies of the memorandum and articles of association of the Company,(B ) certifying and attaching all requisite resolutions or actions of the Company 's board of directors and Shareholdersapproving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and(C ) certifying to the incumbency of the officers of the Company executing this Agreement and any other documents beingexecuted in connection with the consummation of the transactions contemplated hereby ; ( xiv ) evidence satisfactory to Parent evidencing the termination of all shareholder, registrationrights and voting agreements of the Company ; 7 ( xv ) a participation agreement and a separate release ( including, in the case of the Key Employees, non - solicitation provisions ) acceptable to Parent executed by each Sale Bonus Participant, unless otherwise approved byParent ; ( xvi ) evidence acceptable to Parent of the mailing or delivery of all documents or instrumentsrequired to be mailed or delivered by the Company to Shareholders pursuant to applicable requirements of the Act, otherLegal Requirement or this Agreement prior to the consummation of the Merger and other transactions contemplated by thisAgreement, together with such information regarding the transactions contemplated hereby as may be required under the Actand all applicable Legal Requirements, together with a copy of this Agreement, to allow the Shareholders to validly waiveany rights to dissent pursuant to Section 179 of the Act ; ( xvii ) evidence acceptable to Parent that the Required Company Shareholder Vote has beenobtained and that the requisite shareholder approval by the number of Shareholders as is required by the terms of Section280G(b)(5)(B ) of the Code so as to render the parachute payment provisions of Section 280 G of the Code inapplicable to anyand all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts orarrangements set forth on Section 2.7(e ) of the Disclosure Schedule has been obtained in a manner which satisfies allapplicable requirements of Section 280G(b)(5)(B ) of the Code and the regulations promulgated thereunder, or a waiver ofsuch payments by the potential recipients thereof ; and ( xviii ) the Indemnification Escrow Agreement, duly executed and delivered by the SellerRepresentative