Certificate of Secretary of Acquiror. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying: (A) Resolutions duly adopted by the Board of Directors and the stockholders of Acquiror authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Acquiror executing this Agreement and all agreements and documents contemplated hereby.
Appears in 5 contracts
Samples: Merger Agreement (Euniverse Inc), Merger Agreement (Euniverse Inc), Agreement and Plan of Reorganization (Printcafe Inc)
Certificate of Secretary of Acquiror. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying:
(A) Resolutions duly adopted by the Board of Directors and the stockholders of Acquiror authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and
(B) the incumbency of the officers of Acquiror executing this Agreement and all agreements and documents contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Ask Jeeves Inc), Merger Agreement (Accrue Software Inc), Merger Agreement (Ess Technology Inc)
Certificate of Secretary of Acquiror. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying:
(A) Resolutions duly adopted by the Board of Directors and the stockholders of Acquiror authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and
(B) The Articles of Incorporation and Bylaws of Acquiror, as in effect immediately prior to the incumbency of the officers of Acquiror executing this Agreement and Effective Time, including all agreements and documents contemplated herebyamendments thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Merger Agreement (United Pan Am Financial Corp), Merger Agreement (United Pan Am Financial Corp)
Certificate of Secretary of Acquiror. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying:
(A) Resolutions resolutions duly adopted by the Board of Directors and the stockholders of Acquiror authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and
(B) the incumbency of the officers of Acquiror executing this Agreement and all agreements and documents contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (PDF Solutions Inc), Merger Agreement (Ess Technology Inc)
Certificate of Secretary of Acquiror. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying:
(A) Resolutions duly adopted by the Board of Directors and the stockholders of Acquiror authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and
(B) the incumbency of the officers of Acquiror executing this Agreement and all agreements and documents contemplated hereby.
Appears in 1 contract
Certificate of Secretary of Acquiror. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying:
(A) Resolutions duly adopted by the Board of Directors and the stockholders of Acquiror authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and
(B) the The incumbency of the officers of Acquiror executing this Agreement and all agreements and documents contemplated hereby.
Appears in 1 contract
Certificate of Secretary of Acquiror. Target shall ------------------------------------ have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying:
(A) Resolutions duly adopted by the Board of Directors and the stockholders of Acquiror authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and
(B) the incumbency of the officers of Acquiror executing this Agreement and all agreements and documents contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Netcentives Inc)
Certificate of Secretary of Acquiror. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Acquiror certifying:
(A) Resolutions duly adopted by the Board of Directors and the stockholders of Acquiror approving the Merger and the Restated Certificate, and authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and
(B) the incumbency of the officers The Restated Certificate and Bylaws of Acquiror executing this Agreement and as in effect immediately prior to the Effective Time, including all agreements and documents contemplated herebyamendments thereto.
Appears in 1 contract
Samples: Merger Agreement (Paypal Inc)
