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 as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board (whereby the First Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Board), (iii) the valid adoption of resolutions of the Company Stockholders constituting the Required Stockholder Votes (whereby the First Merger, this Agreement and the consummation of the transactions contemplated hereby were approved) and (iv) the results of any vote of the Company Stockholders with respect to the approval or disapproval 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. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness Organizational Documents of the Charter DocumentsCompany, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the First Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the BoardBoard of Directors), (iii) the valid adoption of resolutions of the Company Stockholders constituting the Required Requisite Stockholder Votes Approval (whereby the First Merger, this Agreement and the consummation of the transactions contemplated hereby were approved) and (iv) the results of any vote of the Company Stockholders with respect to the approval or disapproval 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. Parent 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, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the First Merger, this Agreement Merger and the transactions contemplated hereunder and the additional matters identified in Section 5.8(a) were unanimously approved by the Board), Board of Directors) and (iii) that the valid adoption of resolutions of the Company Stockholders constituting the Required Requisite Stockholder Votes (whereby Vote have adopted and approved the First Merger, this Agreement and the consummation of the transactions contemplated hereby were approved) and (iv) the results of any vote of the Company Stockholders with respect to the approval or disapproval of any payments or benefits that may be deemed to constitute a an “excess parachute payment” within the meaning of Section 280G of the Code.

Certificate of Secretary of Company. Parent 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, (ii) the valid adoption of resolutions of the Board (whereby the First Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Board), and (iii) the valid adoption of resolutions of the Company Stockholders constituting the Required Requisite Stockholder Votes Vote and the Closing Stockholder Vote (whereby the First Merger, this Agreement and the consummation of the transactions contemplated hereby were approved) and (iv) the results of any vote of the Company Stockholders with respect to the approval or disapproval 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. Parent 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, (ii) the valid adoption of resolutions of the Board (whereby the First Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Board), and (iii) the valid adoption of resolutions of the Company Stockholders constituting the Required Stockholder Votes (whereby the First Merger, this Agreement and the consummation of the transactions contemplated hereby were approved) and (iv) the results of any vote of the Company Stockholders with respect to the approval or disapproval 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. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter DocumentsCompany’s current certificate of incorporation and bylaws, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the First Merger, this Agreement Merger and the transactions contemplated hereunder hereunder, were unanimously approved by the Board), Board of Directors) and (iii) that the valid adoption of resolutions shareholders of the Company Stockholders constituting the Required Stockholder Votes (whereby Final Shareholder Approval have adopted and approved the First Merger, this Agreement and the consummation of the transactions contemplated hereby were approved) hereby, and (iv) the results of any vote of the Company Stockholders with respect to the approval or disapproval of any payments or and/or benefits that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the CodePayment.