Certificate of Secretary of Borrower he Collateral Agent shall have received a certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing any document in connection with the transactions contemplated hereby and certifying that attached thereto is (i) a true and complete copy of the certificate of incorporation of the Borrower, and all amendments thereto including the Certificate of Designations of the Series A Preferred Stock, certified by the appropriate Governmental Authority in its jurisdiction of incorporation; (ii) a true and complete copy of the certificate of incorporation of CIC Acquisition Corp., a Delaware corporation, and all amendments thereto, certified by the appropriate Governmental Authority in its jurisdiction of incorporation, and a true and complete copy of the articles of association of Communication Intelligence Computer Corporation, Ltd., and all amendments thereto, as on file as of the date hereof in the People's Republic of China and which is in full force and effect on the date hereof; (iii) a true and complete copy of the bylaws of the Borrower as in effect on the date of such certification; (iv) a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the Loans made on the date hereof, the execution, delivery and performance of this Amendment Agreement, the Registration Rights Agreement Amendment, the replacement Notes and Initial Warrants issued pursuant to Section 5.1 hereof, the Agent Warrants, and the other documents relating hereto or thereto; (v) a true and complete copy of each of the Borrower's insurance policies, as in effect on the date of such certification; and (vi) true, complete and correct copies of certificates of insurance for each of the Borrower's insurance policies, except for its directors and officers insurance policy, each showing the Collateral Agent as an additional insured and/or loss payee.
Certificate of Secretary of Borrower. Resolutions of Directors of Borrower approving the transaction and authorizing one or more persons to sign documents on behalf of the entity; and
Certificate of Secretary of Borrower. Lender shall have received a certificate of the secretary or assistant secretary of Borrower certifying on behalf of Borrower that attached thereto is a true and complete copy of the articles of incorporation of Borrower and all amendments thereto certified by the Secretary of State of Nevada; that attached thereto is a true and complete copy of the bylaws of Borrower; that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Borrower, authorizing the Loan contemplated hereunder; and as to the incumbency and genuineness of the signature of each officer of Borrower executing Loan Documents to which Borrower is a party.
Certificate of Secretary of Borrower. Administrative Agent shall have received a certificate of the secretary or assistant secretary of Borrower certifying that attached thereto is a true and complete copy of its articles of incorporation, and all amendments thereto, certified as of a recent date by the Secretary of State of the state of its organization; that attached thereto is a true and complete copy of its bylaws as in effect on the date of such certification; that attached thereto is a true and complete copy of resolution of its Board of Directors authorizing the borrowings contemplated hereunder, and the execution, delivery and performance of this Agreement and the other Loan Documents; and as to the incumbency and genuineness of the signature of each of its officers executing Loan Documents.
Certificate of Secretary of Borrower. A Certificate of the Secretary of each Borrower certifying (i) that the articles or certificate of incorporation and bylaws of each Borrower previously certified to Lender in connection with the execution of the Loan Agreement have not been amended, (ii) that resolutions adopted by the Board of Directors of Borrowers authorizing the execution, delivery and performance of this Amendment by Borrowers, are attached to the certificate and remain in full force and effect, and (iii) the names, titles, and true signatures of the incumbent corporate officers who are authorized to sign this Amendment or attest signatures or seals on this Amendment on behalf of each Borrower. 98
Certificate of Secretary of Borrower. The Bank shall have received a certificate of the secretary or assistant secretary of Borrower certifying as to the incumbency and genuineness of the signature of each officer of Borrower executing Financing Documents and certifying that attached thereto is a true, correct and complete copy of (1) the Articles of Incorporation and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Maryland, (2) the Bylaws of the Borrower as in effect on the date of such certifications, (3) 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 Financing Documents.
Certificate of Secretary of Borrower. A certificate of the Secretary of Borrower, dated the Closing Date, certifying to (a) the certificate of incorporation and by-laws of Borrower, and all amendments to such certificate or by-laws, (b) all corporate actions taken by Borrower, including resolutions of its board of directors, authorizing the execution, delivery and performance of each of the Financing Documents to which it is a party and each other document or agreement to be delivered pursuant to any of the Financing Documents, and (c) the names and true signatures of the each party authorized to act on behalf of Borrower.
Certificate of Secretary of Borrower. Administrative Agent shall have received a certificate of the secretary or assistant secretary of Borrower certifying that attached thereto is a true and complete copy of the articles of incorporation or organization of Borrower, and all amendments thereto, certified as of a recent date by the Secretary of State of the state of incorporation or organization; that attached thereto is a true and complete copy of the bylaws, operating agreement or other governing agreement of Borrower as in effect on the date of such certification; that attached thereto is a true and complete copy of resolution or consent of the governing body of Borrower, authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents; and as to the incumbency and genuineness of the signature of each officer of Borrower executing Loan Documents.
Certificate of Secretary of Borrower. A Certificate of the Secretary of Borrower certifying that resolutions adopted by the Board of Directors of Borrower authorizing the execution, delivery and performance of this Amendment by Borrower are attached to the certificate and remain in full force and effect.
Certificate of Secretary of Borrower. Certificate of the Secretary or an Assistant Secretary of Borrower certifying (x) that attached thereto is a true and complete copy of the bylaws of Borrower as in effect on the date of such certification, (y) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of Borrower, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby, and (z) as to the incumbency and genuineness of the signature of each officer of Borrower executing this Agreement or any of the other Loan Documents;
