Common use of Certificate of Secretary of Company Clause in Contracts

Certificate of Secretary of Company. Purchaser shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents and (ii) the valid adoption of resolutions of the Board of Directors of the Company whereby the Transaction was unanimously approved by the Board of Directors.

Certificate of Secretary of Company. Purchaser Acquiror shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents certificate of incorporation and the bylaws of the Company, and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction Merger and the transactions contemplated hereunder, was unanimously approved by the Board of Directors) and the Shareholders approving this Agreement and the consummation of the transactions contemplated hereby.

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

Certificate of Secretary of Company. Purchaser shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents and Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction was Acquisition and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) approval of any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of 280G of the Code.

Certificate of Secretary of Company. Purchaser Buyer shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction was Stock Purchase and the transactions contemplated hereunder, were unanimously approved by the Board of Directors.)

Certificate of Secretary of Company. Purchaser The Company shall have received deliver a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents Documents, and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction was transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors).

Certificate of Secretary of Company. Purchaser shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness the articles of incorporation and the bylaws of the Charter Documents and Company, (ii) the valid adoption of resolutions of the Board boards of Directors directors and shareholder of the Company whereby approving this Agreement and the Transaction was unanimously approved by approval of the Board transactions contemplated hereby and that such approvals are in full force and effect without modification, and (iii) the incumbency of Directorsthe 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. Purchaser Sellers shall have received a certificate, validly executed by the Secretary of the CompanyBuyer, certifying as to (i) the terms and effectiveness of the Charter Documents certificate of incorporation and the bylaws of Buyer, and (ii) the valid adoption of resolutions of the Board of Directors of Buyer approving this Agreement, the Company whereby Promissory Note, the Transaction was unanimously approved by Escrow Promissory Note and the Board other Buyer Ancillary Agreements and the consummation of Directorsthe transactions contemplated hereby.

Certificate of Secretary of Company. Purchaser shall have received a certificatecertificate prior to the Initial Closing, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents and Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction was Acquisition and the transactions contemplated hereunder were unanimously approved by the Board of DirectorsDirectors of the Company).

Certificate of Secretary of Company. Purchaser Buyer shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Organizational Documents and the good standing of the Company, and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction was Merger and the transactions contemplated thereby were unanimously approved by the Board of Directors) and (iii) execution of this Agreement by the Principal Stockholders.

Certificate of Secretary of Company. Purchaser Acquiror shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents and Documents, (ii) the valid adoption of resolutions of the Company Board of Directors of the Company (whereby the Transaction was Merger and the transactions contemplated hereunder were unanimously approved by the Board of DirectorsCompany Board) and (iii) that the Required Stockholder Approval shall have been obtained.

Certificate of Secretary of Company. Purchaser Buyer shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Organizational Documents and the good standing of the Company, and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction was Acquisition and the Contemplated Transactions were unanimously approved by the Board of Directors) and (iii) execution of this Agreement by all Selling Stockholders.

Certificate of Secretary of Company. Purchaser The Buyer shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents Company’s certificate of incorporation and bylaws and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Transaction was unanimously Acquisition and the transactions contemplated hereunder were approved by the Board of Directors).