Common use of Certificate of Secretary of Company Clause in Contracts

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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

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 the Merger and the transactions contemplated hereunder were unanimously this Agreement was approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated herebyAgreement.

Certificate of Secretary of Company. Parent shall have received a ----------------------------------- certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness the articles of incorporation and the bylaws of the Charter DocumentsCompany, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved Shareholders approving this Agreement and the consummation of the transactions contemplated hereby.

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

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documents, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders Shareholders constituting the Sufficient Stockholder Required Company Shareholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received ----------------------------------- a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms correct form and effectiveness of the Charter DocumentsCertificate of Incorporation and the Bylaws of the Company, each as amended to date, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documents, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders Company Shareholders constituting the Sufficient Stockholder Requisite Shareholder Vote have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness the certificate of incorporation and the bylaws of the Charter DocumentsCompany, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have ----------------------------------- received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms correct form and effectiveness of the Charter DocumentsArticles of Incorporation and the Bylaws of the Company, each as amended to date, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby and the Stockholders approving this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company for and on behalf of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentscertificate of incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby and the Company Stockholders approving and adopting this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

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 the Merger and the transactions contemplated hereunder were unanimously this Agreement was approved by the Board of Directors) and attaching the applicable resolutions and (iii) that the Stockholders Shareholders constituting the Sufficient Stockholder Shareholder Vote have approved this Agreement and attaching the consummation of the transactions contemplated herebyapplicable minutes or written consents.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Required Stockholder Vote Approval shall have approved this Agreement and the consummation of the transactions contemplated herebybeen obtained.

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

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i1) as to the terms and effectiveness of the Charter DocumentsDocuments currently in effect, (ii2) as to the valid adoption of resolutions of the Company Board of Directors of the Company (whereby the Merger Mergers and the transactions contemplated hereunder hereunder, were unanimously approved by the Board of DirectorsCompany Board) and (iii3) that the Stockholders constituting the Sufficient Requisite Stockholder Vote Approval have adopted and approved the Mergers, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness the certificate of incorporation and the bylaws of the Charter DocumentsCompany, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Company Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying on behalf of the Company as to (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the Board board of Directors) directors), and (iii) that the Stockholders constituting the Sufficient Required Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated herebyApproval having been obtained.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms true, correct and effectiveness complete copies of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the Board board of Directorsdirectors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated herebyRequired Shareholder Approval having been obtained.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i1) as to the terms and effectiveness of the Charter Documents, (ii2) as to the valid adoption of resolutions of the Company Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder Transactions were unanimously approved by the Board of DirectorsCompany Board) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.and

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness the articles of incorporation and the bylaws of the Charter DocumentsCompany, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved Shareholders approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i1) as to the terms and effectiveness of the Charter Documents, (ii2) as to the valid adoption of resolutions of the Company Board of Directors of the Company (whereby the Merger Mergers and the transactions contemplated hereunder other Transactions were unanimously approved by the Board of DirectorsCompany Board) and (iii3) that the Stockholders constituting the Sufficient Requisite Stockholder Vote Approval have adopted and approved the Mergers, this Agreement and the consummation of the transactions Transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter DocumentsCompany’s current certificate of incorporation and bylaws, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder hereunder, were unanimously approved by the Board of Directors) and (iii) that the Stockholders shareholders of the Company constituting the Sufficient Stockholder Vote Final Shareholder Approval have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i1) as to the terms and effectiveness of the Charter Documents, (ii2) as to the valid adoption of resolutions of the Company Board of Directors of the Company (whereby the Merger Mergers and the transactions contemplated hereunder hereunder, were unanimously approved by the Board of DirectorsCompany Board) and (iii3) that the Stockholders constituting the Sufficient Requisite Stockholder Vote Approval have adopted and approved the Mergers, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documents, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Board Company’s board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated herebydirectors).

Certificate of Secretary of Company. The Company shall deliver to Parent shall have received a certificate, validly certificate duly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documents, Documents and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby this Agreement, the Merger Share Purchase, and the transactions contemplated hereunder hereby were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentscertificate of incorporation and the bylaws of the Company, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder hereunder, were unanimously approved by the Board of Directors) and (iii) that the valid adoption by the Stockholders constituting the Sufficient Stockholder Vote have approved of resolutions adopting this Agreement and the consummation of the transactions contemplated herebyAgreement.

Certificate of Secretary of Company. Parent shall have received a ----------------------------------- certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter DocumentsCertificate of Incorporation and the Bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by stockholders of the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved Company approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received ----------------------------------- a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentsarticles and by-laws of the Company (as amended), and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received ----------------------------------- a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentsarticles of incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved Shareholders approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentsarticles of incorporation and the bylaws of the Company, (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by Company Stockholders approving and adopting this Agreement, the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement Integrated Merger and the consummation of the transactions contemplated herebyhereby and (iii) the stock records of the Company.

Certificate of Secretary of Company. Parent shall have received a ----------------------------------- certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness the certificate of incorporation and the bylaws of the Charter DocumentsCompany, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Company Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a ----------------------------------- certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentscertificate of incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms correct form and effectiveness of the Charter DocumentsCertificate of Incorporation and the Bylaws of the Company, including all amendments thereto; and (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting Required Stockholder Consent shall have been obtained, adopting and approving the Sufficient Stockholder Vote have approved Merger, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter DocumentsDocuments and the Charter Amendment, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Required Stockholder Vote Approval shall have approved this Agreement and the consummation of the transactions contemplated herebybeen obtained.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Requisite Stockholder Vote have approved regarding the approval of this Agreement and the consummation of the transactions contemplated herebyMerger shall have been obtained.

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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders Shareholders constituting the Sufficient Stockholder Shareholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentscertificate of incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby and the Company Stockholders adopting this Agreement and approving the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

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

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentsarticles of incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved Shareholders approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary or Assistant Secretary of the Company, certifying on behalf of the Company (ia) as to the terms and effectiveness of the Charter DocumentsCompany Articles and the Company Bylaws, (iib) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the such Board of Directors) and (iiic) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated herebycondition set forth in Section 7.1(a) has been satisfied.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter DocumentsCertificate of Incorporation and Bylaws, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (Company, whereby the Merger Merger, this Agreement and the transactions contemplated hereunder hereby were unanimously approved by the Board of Directors) and , (iii) that the Stockholders constituting valid adoption of resolutions of the Sufficient Stockholder Vote have approved Stockholders, whereby the Merger, this Agreement and the consummation of the transactions contemplated herebyhereby were approved in accordance with applicable law and the Company’s charter documents.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentscertificate of incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder hereunder, were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness the articles of incorporation and the bylaws of the Charter DocumentsCompany, (ii) as to the valid adoption of resolutions of the Board of Directors and Shareholders of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation approval of the transactions contemplated herebyhereby and that such approvals are in full force and effect without modification, (iii) the incumbency of the officers of the Company executing this Agreement and the Related Agreements or other instruments or certificates relating hereto or thereto.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (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 the Merger and the other transactions contemplated hereunder to which the Company is a party were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Requisite Stockholder Vote Approval shall have approved this Agreement and the consummation of the transactions contemplated herebybeen obtained.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Company Charter Documents, (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby the Merger and the other transactions contemplated hereunder by this Agreement were unanimously approved by the Board of Directors) and Directors of the Company), (iii) that the Stockholder Consent by the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation approval or disapproval of any Section 280G Payments, and (iv) the incumbency of the transactions contemplated herebyexecutive officers of the Company.

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 Managers of the Company (whereby the Merger and the transactions contemplated hereunder Transactions were unanimously approved by the Board of DirectorsManagers of the Company) and (iii) that the Stockholders Equityholders constituting the Sufficient Stockholder Equityholder Vote have approved this Agreement and the consummation of the transactions contemplated herebyTransactions.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documents, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) ), and (iii) that the Stockholders Shareholders constituting the Sufficient Stockholder Shareholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Requisite Stockholder Vote have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a ----------------------------------- certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms correct form and effectiveness of the Charter DocumentsArticles of Incorporation and the Bylaws of the Company, each as amended to date, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby and the Shareholders approving this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the duly authorized Secretary of the CompanyCompany and dated as of the Closing Date, certifying for and on behalf of the Company and in its name as to (i) as to the terms and effectiveness of the Charter Documentsarticles of incorporation and bylaws of the Company and each of its Subsidiaries, and (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received ----------------------------------- a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentscertificate of incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a true and correct 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 the Merger and the transactions contemplated hereunder were unanimously this Agreement was approved by the Board of Directors) and attaching the applicable resolutions and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and attaching the consummation of the transactions contemplated herebyapplicable minutes or written consents.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to: (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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and ); and (iii) that the Company Stockholders constituting the Sufficient Requisite Stockholder Vote Approval have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company for and on behalf of the Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentsarticles of incorporation and the bylaws of the Company, (ii) as to the valid adoption of resolutions of the Board board of Directors directors of the Company (whereby and the Company Shareholders approving and adopting this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby; and (iii) such other matters as may be reasonably requested by Parent.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to: (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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and ); and (iii) that the Stockholders constituting the Sufficient Requisite Stockholder Vote Approval have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (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 the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) ), and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms and effectiveness copies of the Charter DocumentsCertificate of Incorporation and Bylaws, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (Board, whereby the Merger Merger, this Agreement and the transactions contemplated hereunder hereby were unanimously approved by the Board of Directors) and Board, (iii) that the Stockholders constituting valid adoption of resolutions of the Sufficient Stockholder Vote have approved Stockholders, whereby the Merger, this Agreement and the consummation of the transactions contemplated herebyhereby were approved in accordance with applicable law and the Company’s charter documents.

Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) as to the terms current true, correct and effectiveness complete copies of the Charter DocumentsCertificate of Incorporation and the bylaws of the Company, and (ii) as to the valid adoption of resolutions of the Board of Directors of and the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved approving this Agreement and the consummation of the transactions contemplated herebyTransactions.