Buyer’s Secretary’s Certificate Sample Clauses

Buyer’s Secretary’s Certificate. A certificate of the Secretary of Buyer, dated as of the Closing Date, confirming the non-existence of amendments to the Governing Documents of Buyer, the authority of Buyer to enter into and perform its obligations under this Agreement and the Buyer Closing Documents, and incumbency and signatures of the officers of Buyer that executed this Agreement and the Buyer Closing Documents on behalf of Buyer.
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Buyer’s Secretary’s Certificate. “Buyer’s Secretary’s Certificate” shall mean a secretary’s certificate of Buyer in customary form, including incumbency certificates with respect to the officers of Buyer who execute this Agreement and any other agreements, certificates or other documents in connection with the transactions contemplated herein.
Sample 1
Buyer’s Secretary’s Certificate. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Buyer, of the resolutions duly and validly adopted by the Board of Directors of Buyer evidencing its authorization of the execution and delivery of this Agreement to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby.
Sample 1
Buyer’s Secretary’s Certificate. A certificate, dated as of the Closing Date, executed by Buyer’s Secretary on its behalf: certifying (i) that the resolutions, as attached to such certificate, were duly adopted by Buyer’s Board of Directors, authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated hereby and that such resolutions remain in full force and effect, and (ii) that Buyer has taken no action to dissolve and that no grounds exist for administrative or judicial action to dissolve Buyer and providing, as an attachment thereto, a certificate of good standing certified by an appropriate state official of the State of California as of a date not more than 15 calendar days before the Closing Date and by Buyer’s Secretary as of the Closing Date;
Sample 1
Buyer’s Secretary’s Certificate. “Buyer’s Secretary’s Certificate” shall mean a certificate of the Secretary or an Assistant Secretary of Buyer, in a form satisfactory to Seller, certifying the names and signatures of the officers of Buyer authorized to sign and deliver this Agreement and the other agreements to be delivered in connection hereunder and including a certified copy of the resolutions duly and validly adopted by the Board of Directors or comparable governing body of Buyer evidencing its authorization of the execution and delivery of this Agreement and the other agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby.
Sample 1
Buyer’s Secretary’s Certificate. Buyer shall have delivered a certificate, dated the Closing Date, executed by Buyer's Secretary, to the effect that (A) the Certificate of Incorporation and by-laws of Buyer shall have not been amended since the date upon which certified copies of each had been delivered to Seller and CHC and remain in full force and effect and (B) the officers executing this Agreement and the Buyer Agreements are duly elected and hold the offices set forth therein, with copies of resolutions approved by the Board of Directors of Buyer attached as an exhibit thereto.
Sample 1

Related to Buyer’s Secretary’s Certificate

  • Secretary’s Certificate At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Secretary’s Certificate of the Company The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

  • FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

  • Secretary’s Certificate; Further Documentation Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and the adoption of the Surviving Corporation Organizational Documents, and recommending the approval and adoption of the same by the Company Stockholders at a duly called meeting of stockholders, (C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

  • Certificate of Buyer Seller shall have been provided with a certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date:

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

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