Common use of Certificate of Secretary of Company Clause in Contracts

Certificate of Secretary of Company. A certificate, validly executed by the Secretary of the Company, certifying as to (A) the terms and effectiveness of the Charter Documents; (B) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Board of Directors); and (C) that the Shareholders constituting the Requisite Shareholder Approval have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. A The Company shall deliver a certificate, validly executed by the Secretary of the Company, certifying as to (Ai) the terms and effectiveness of the Charter Documents; , (Bii) the valid adoption of resolutions of the Board Company’s board of Directors of the Company directors (whereby the Merger, this Agreement Agreement, the Related Agreements and the transactions contemplated hereunder hereby and thereby were unanimously approved by the Board board of Directorsdirectors); and , (Ciii) that the Shareholders constituting the Requisite Shareholder Approval have unanimously adopted and approved the Merger, this Agreement Agreement, the Related Agreements and the consummation of the transactions contemplated herebyhereby and thereby.

Certificate of Secretary of Company. A The Company shall deliver a certificate, validly executed by the Secretary of the Company, certifying as to (Ai) the terms and effectiveness of the Charter Documents; , (Bii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger, this Agreement Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors); , and (Ciii) that the Shareholders constituting the Requisite Shareholder Approval have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby.

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

Certificate of Secretary of Company. A certificate, validly executed by the Secretary of the Company, certifying (i) as to (A) the terms and effectiveness of the Charter Documents; , (Bii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby this Agreement, the Merger, this Agreement Stock Sale and the transactions contemplated hereunder were unanimously approved by the Board of Directors); ) and (Ciii) that the Shareholders constituting the Requisite Shareholder Approval Stockholders have adopted and unanimously approved the Merger, this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Company. A The Company shall deliver a certificate, validly executed by the Secretary of the Company, certifying as to (Ai) the terms and effectiveness of the Charter Documents; articles of organization and by-laws of the Company, (Bii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger, this Agreement Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors); , and (Ciii) that the Shareholders constituting valid adoption and approval by the Requisite Shareholder Approval have adopted and approved shareholders of the Company of the Merger, this Agreement and the consummation of the transactions contemplated hereby.