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 of Directors of the Company (whereby the Merger and the transactions contemplated hereunder and the additional matters identified in Section 4.8(b) and, if required, Section 4.8(e) hereof, were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Requisite Stockholder Vote have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby and 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. Parent shall have received a certificate, validly executed by the Secretary of the Company (the “Certificate of 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 Merger Merger, this Agreement and the transactions contemplated hereunder and the additional matters identified in Section 4.8(b) and, if required, Section 4.8(e) hereof, were unanimously approved by the Board Company’s board of Directors) directors), and (iii) that the valid adoption of resolutions of the Company Stockholders constituting the Requisite Stockholder Vote have adopted and approved (whereby the Merger, this Agreement and the consummation of the transactions contemplated hereby and approval of any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of 280G of the Codewere approved).

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 Merger and the transactions contemplated hereunder and the additional matters identified in Section 4.8(b5.8(a) and, if required, Section 4.8(e) hereof, were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Requisite Stockholder Vote have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby and 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 DocumentsCompany’s current certificate of incorporation and bylaws, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder and the additional matters identified in Section 4.8(b) and, if required, Section 4.8(e) hereofhereunder, were unanimously approved by the Board of Directors) and (iii) that the Stockholders shareholders of the Company constituting the Requisite Stockholder Vote Final Shareholder Approval have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby hereby, and approval 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.

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 Merger and the transactions contemplated hereunder and the additional matters identified in Section 4.8(b5.7(e) and, if required, Section 4.8(e5.7(h) hereof, were unanimously approved by the Board of Directors) and (iii) that the Stockholders Shareholders constituting the Requisite Stockholder Required Vote have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby and approval of any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of 280G of the Codehereby.

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 and the transactions contemplated hereunder and the additional matters identified in Section 4.8(b5.8(d) and, if required, Section 4.8(e5.8(g) hereof, were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Requisite Stockholder Vote have adopted and approved the First Merger, this Agreement and the consummation of the transactions contemplated hereby and approval of any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of 280G of the Code.