Certificate of Secretary of Buyer Sample Clauses

Certificate of Secretary of Buyer. Seller shall have received a certificate, validly executed by the Secretary or an Assistant Secretary of Buyer, certifying as to (i) the terms and effectiveness of the Constating Documents of Buyer, (ii) the valid adoption of the resolutions of the Board of Directors of Buyer approving this Agreement and the consummation of the transactions contemplated hereby, and (iii) the incumbency of the officers executing this Agreement or any of the Ancillary Agreements to which Buyer is a party.
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Certificate of Secretary of Buyer. Buyer shall have delivered to Seller a certificate of the Secretary of Buyer dated as of the Closing Date, certifying as to (i) the Certificate of Incorporation and the Bylaws of Buyer, and (ii) the resolutions of the Board of Directors of Buyer authorizing and approving the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby.
Sample 1
Certificate of Secretary of Buyer. Seller shall have received a certificate, validly executed by the Secretary or an Assistant Secretary of Buyer, certifying as t (i) the terms and effectiveness of the certificate of incorporation and the bylaws of Buyer and the charter documents of Catapult Ireland, (ii) the valid adoption of resolutions of the Board of Directors of Buyer approving this Agreement and the consummation of the transactions contemplated hereby and the valid approval by all necessary corporate action on the part of Catapult Ireland of the Convertible Notes and the other Ancillary Agreements to which it is a party, and (iii) the incumbency of the officers of Buyer executing this Agreement and any of the Ancillary Agreements to which Buyer is a party and the incumbency of the officers of Catapult Ireland executing all of the Ancillary Agreements to which Catapult Ireland is a party.
Sample 1
Certificate of Secretary of Buyer. The Company shall have received a certificate, validly executed by the Secretary of Buyer, certifying as to (i) the terms and effectiveness of the certificate of incorporation and bylaws of Buyer and (ii) the valid adoption of resolutions of the board of directors of Buyer (whereby the Merger and the transactions contemplated hereunder were approved by the board of directors of Buyer).
Sample 1
Certificate of Secretary of Buyer. Seller Parties shall have received one or more certificates, validly executed by each Secretary of each Buyer Party, certifying with respect to each such Buyer Party as to the valid adoption of the resolutions of the Board of Directors/members/managers of such Buyer Party (whereby the Acquisition Transactions and the other transactions contemplated hereunder were approved by the Board of Directors/member/managers) (each such certificate, a “Buyer Secretary Certificate”).
Sample 1

Related to Certificate of Secretary of Buyer

  • Certificate of Secretary of Company Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby this Agreement was approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement.

  • 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 of each Credit Party A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 6.1(b)(iii).

  • 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:

  • Secretary of State The Secretary of State of the State of Delaware.

  • 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).

  • 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.

  • Certificate of Parent The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:

  • 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 the Company Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

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