Certificate of Corporation Sample Clauses

Certificate of Corporation. The representations and warranties of the Corporation contained in this Agreement, including but not limited to the representations and warranties made in Section 2, shall be true and correct in all material respects; each of the conditions hereafter specified in this Section 3 shall have been satisfied in all material respects; and on the Closing Date a certificate to such effect executed by the President or a Vice President of the Corporation shall be delivered to the Purchaser.
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Certificate of Corporation. The Tenant hereby certifies that it is a foreign corporation which is registered or qualified in accordance with the Corporations and Associations Article of the Annotated Code of Maryland and is in good standing and has filed all its annual reports with the State of Maryland Department of Assessments and Taxation. The Tenant further certifies that as of the date of this Lease, the Tenant has paid all taxes due to the State of Maryland and has filed all required returns and reports with the Comptroller of the Treasury, the State Department of Assessments and Taxation, and Employment Security Administration and paid all withholding taxes due to the State of Maryland.
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Certificate of Corporation. THIS IS TO CERTIFY: That the board of directors of , a corporation organized under the laws of the State of , (“Company”) adopted the following resolutions:
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Certificate of Corporation. 6 3.2 Authorization.................................................................................. 6 3.3
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Certificate of Corporation. Tenant hereby certifies that it is a domestic limited liability company which is registered or qualified in accordance with the Corporations and Associations Article of the Annotated Code of Maryland and is in good standing and has filed all its annual reports with the State of Maryland Department of Assessments and Taxation. Tenant further certifies that as of the date of this Lease, it and its constituent members, owners, and/or affiliated entities has paid all taxes due to the State of Maryland and has filed all required returns and reports with the Comptroller of the Treasury, the State Department of Assessments and Taxation, and Employment Security Administration and paid all withholding Taxes due to the State of Maryland. 14.9.1. Neither the execution or delivery by the Tenant of this Lease, nor the consummation of the transactions contemplated hereby or the fulfillment by the Tenant of its obligations hereunder (i) conflicts with, violates or results in a breach of any constitution, law or governmental regulation applicable to the Tenant or (ii) conflicts with, violates or results in a breach of any term or condition of any judgment or decree, or any agreement or instrument, to which the Tenant is a party or by which the Tenant is bound, or constitutes a default hereunder. 14.9.2. No approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority is required for the valid execution and delivery of this Lease by the Tenant, except such as have been duly obtained or made. 14.9.3. There is no action, suit or proceeding, at law or in equity, before or by any court or governmental authority, pending or to the best of the Tenant’s knowledge, threatened, against the tenant, whereby an unfavorable decision, ruling or finding would materially, adversely affect the validity or enforceability of this Lease or any agreement or instrument entered into by the Tenant in connection with the transaction contemplated hereby.
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Certificate of Corporation. THIS IS TO CERTIFY: That the board of directors of , a corporation organized under the laws of the State of , (“Company”) adopted the following resolutions: RESOLVED, that Dakota Depository Company, LLC (“DDC”) is hereby designated as a depository for Company’s Precious Metals and that the President of Company and the individuals listed below are each hereby designated as Authorized Persons and hereby authorized individually for and on behalf of Company to open or continue an account or accounts with DDC and to execute and deliver to DDC, DDC’s form of Custody Agreement and assenting to the DDC Custody Terms and Conditions in effect from time to time and such other rules and regulations governing custody accounts established by DDC, and that the President of Company and any other Authorized Person is hereby individually authorized for and on behalf of Company to issue any and all instructions (including withdrawal instructions) with respect to Company’s account(s) with DDC and the Precious Metals therein. Terms used but not otherwise defined herein that are defined in the Custody Agreement shall have the meanings ascribed to them in the Custody Agreement. RESOLVED, that DDC shall be entitled to rely upon a certified copy of these resolutions until written notice of modification or rescission has been furnished to and received by DDC. IN WITNESS WHEREOF, I have hereunto subscribed my name this day of 20 . Print Name: Signature: Title (Optional): Authorized Persons Print Name: Signature: Print Name: Signature: Print Name: Signature: Print Name: Signature: Print Name: Signature: THIS IS TO CERTIFY: That the partners with management authority over , a (circle one) (general partnership, limited partnership, limited liability partnership, limited liability limited partnership) organized under the laws of the State of RESOLVED, that Xxxxxx Depository Company, LLC (“DDC”) is hereby designated as a depository for Company’s Precious Metals and that, if Company is a limited partnership or limited liability limited partnership, any general partner of Company, or if Company is any other type of partnership, any partner of Company, and the individuals listed below are each hereby designated as Authorized Persons and hereby authorized individually for and on behalf of Company to open or continue an account or accounts with DDC and to execute and deliver to DDC, DDC’s form of Custody Agreement and assenting to the DDC Custody Terms and Conditions in effect from time to ti...
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Certificate of Corporation. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this Section 7, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Class B Capital Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Class B Capital Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth the Conversion Rate then in effect.
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Related to Certificate of Corporation

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

  • Certificate of Parent Company shall have received a certificate executed for and on behalf of Parent by an officer of Parent to the effect that, as of the Closing, the conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(e) have been satisfied (the “Parent Certificate”).

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • 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 Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

  • Certificate of Trust The certificate of trust of the Issuing Entity substantially in the form of Exhibit B to the Trust Agreement filed for the Issuing Entity pursuant to Section 3810(a) of the Statutory Trust Act.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Officers Parent and Acquisition Corp. shall have delivered to the Company a certificate dated the Closing Date, executed on their behalf by their respective Presidents, certifying the satisfaction of the conditions specified in paragraphs (a), (b), and (c) of this Section 8.2.