Certificate of Secretary. The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.
Certificate of Secretary. Certificate of the Secretary of the Seller setting forth a copy of the resolutions adopted by Seller's Board of Directors and shareholders authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Certificate of Secretary. Buyer will have received from the corporate secretary of the Company a certificate (i) certifying the Company Articles of Incorporation, (ii) certifying the bylaws of the Company, (iii) certifying the resolutions of the board of directors of the Company, (vi) certifying the resolutions of the stockholders of the Company and (v) attesting to the incumbency of the officers of the Company.
Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.
Certificate of Secretary. I, the undersigned, do hereby certify:
Certificate of Secretary. The Company having delivered a certificate, signed by the secretary of the Company, certifying (i) current copies, as amended, of the Articles of Incorporation and Bylaws of the Company and (ii) the resolutions of the board of directors and the shareholders of the Company authorizing this Agreement and the transactions contemplated hereby.
Certificate of Secretary. A Certificate of the Secretary of each of Parent and Buyer attesting to the incumbency and the signature specimens with respect to the officers of each such entity executing the Agreement and any other document delivered pursuant to the Agreement by or on behalf of such entity, and attesting to such other instruments and documents as are required to be delivered at Closing.
Certificate of Secretary. Seller shall have received a certificate, dated the Closing Date, signed by the Secretary or any Assistant Secretary of Purchaser, attesting to the completion of all necessary action by Purchaser and each of its Affiliates with respect to the transactions contemplated by this Agreement, and including copies of the constating documents of Purchaser and each of its Affiliates and all corporate resolutions required in connection with this Agreement.
Certificate of Secretary. I, Xxxxx X. Xxxxxx, Secretary of SunAmerica Inc., a Maryland corporation (this "Corporation"), do hereby certify that the Executive Committee of Board of Directors of this Corporation, by unanimous written consent dated May 30, 1995, adopted the following resolutions and that said resolutions have not been modified, amended, repealed or rescinded and are in full force and effect: Authorization of Subordinated Loan Agreement for Equity Capital with SunAmerica Capital Services, Inc. BE IT RESOLVED, that the Executive Committee of this Corporation after review of the net capital infusion needs of SunAmerica Capital Services, Inc. hereby authorizes a $2 million subordinated loan to said subsidiary in conformance with the Subordinated Loan Agreement for Equity Capital dated as of May 30, 1995, to be effective on June 30, 1995 ("Subordinated Loan Agreement"); and RESOLVED FURTHER that Xxxxx X. Xxxxxxx, Senior Vice President of this Corporation, is hereby authorized to execute said Subordinated Loan Agreement on behalf of this Corporation, and further, to make such changes in the terms and conditions of such Subordinated Loan Agreement as may be necessary to conform to the requirements of Title 17 CFR Section 240.15c 3-1d and the rules of the National Association of Securities Dealers; and RESOLVED FURTHER that the Executive Committee hereby ratifies any and all actions that may have previously been taken by the officers of this Corporation in connection with the foregoing resolution and authorized the officers of this Corporation to take any and all such further actions as may be appropriate to reflect these resolutions and to carry out their tenor, effect and intent.
Certificate of Secretary. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Borrower certifying that attached thereto is a true and complete copy of the articles of incorporation of the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in the applicable jurisdiction; that attached thereto is a true and complete copy of the bylaws of the Borrower, as in effect on the date of such certification; that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower is a party; and as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party.
