Common use of Certificate of Secretary of Buyer Clause in Contracts

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.

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 articles of incorporation and the bylaws 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 ancillary agreements to which Buyer is a party.

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 organizational documents for each member of Buyerthe Buyer Group, and (ii) the valid adoption of the resolutions of the Board Boards of Directors of Buyer approving this Agreement, determining the fair market value of the Common Stock to be issued pursuant to the terms of this Agreement and approving 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.

Certificate of Secretary of Buyer. Seller The Company 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 certificate of Buyer, incorporation and bylaws of Buyer and (ii) the valid adoption of the resolutions of the Board board of Directors directors of Buyer approving this Agreement (whereby the Merger and the consummation of the transactions contemplated hereby, and (iii) hereunder were approved by the incumbency board of the officers executing this Agreement or any directors of the Ancillary Agreements to which Buyer is a partyBuyer).