Common use of Certificate of Secretary of Company Clause in Contracts

Certificate of Secretary of Company. The Company shall deliver 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 transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors).

Certificate of Secretary of Company. The Company shall deliver 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 requiring approval of the Board of Directors 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. The Company shall deliver 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 Merger and the transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors), and (iii) that the Shareholders have adopted and approved the Merger, this Agreement and the transactions contemplated hereby.

Certificate of Secretary of Company. The Company shall deliver 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 Company’s board of Directors of the Company directors (whereby the Merger, this Agreement, the Related Agreements and the transactions contemplated hereunder requiring approval of the Board of Directors hereby and thereby were unanimously approved by the Board board of Directorsdirectors), (iii) that the Shareholders have unanimously adopted and approved the Merger, this Agreement, the Related Agreements and the transactions contemplated hereby and thereby.

Certificate of Secretary of Company. The Company Acquiror shall deliver 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 Company Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors)Company Board) and (iii) that the Required Stockholder Approval has been obtained.

Certificate of Secretary of Company. The Company Acquiror shall deliver 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 Company Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors)Company Board) and (iii) that the Required Stockholder Approval shall have been obtained.

Certificate of Secretary of Company. The Company Acquiror shall deliver have received a certificatecertificate in form and substance satisfactory to Acquiror, 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 Company Board of Directors of whereby the Company (whereby First Merger and the transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors).Company Board, and (iii) that the Required Stockholder Approval has been

Certificate of Secretary of Company. The Company shall deliver a A certificate, validly executed by the Secretary of the Company, certifying as to (iA) the terms and effectiveness of the Charter Documents, and ; (iiB) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger, this Agreement and the transactions contemplated hereunder requiring approval of the Board of Directors 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. The Company Acquiror shall deliver have received a certificate, validly executed by the Secretary of the Company, 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 Company Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors)Company Board) and (iii) that the Required Stockholder Approval has been obtained.

Certificate of Secretary of Company. The Company shall deliver a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documentsarticles of organization and by-laws of the Company, and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Board of Directors), and (iii) the valid adoption and approval by the shareholders of the Company of the Merger, this Agreement and the transactions contemplated hereby.