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, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company’s board of directors), and (iii) the valid adoption of resolutions of the Company stockholders constituting the Requisite Stockholder Approval (whereby the Merger, this Agreement and the consummation of the transactions contemplated hereby were approved).

Appears in 1 contract

Samples: Merger Agreement (Vaughan Foods, Inc.)

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Certificate of Secretary of Company. The Company shall deliver to Parent shall have received and Merger Sub a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the copies of the Charter DocumentsDocuments attached thereof, (ii) the valid adoption of resolutions of the Board of Directors of the Company attached thereto (whereby this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereunder hereby were unanimously approved by the Company’s board Board of directorsDirectors), and (iii) the valid adoption of resolutions of the Company stockholders constituting the Requisite Stockholder Approval Stockholders attached thereto (whereby this Agreement, the Merger, this Agreement Merger and the consummation of the other transactions contemplated hereby were approved).

Appears in 1 contract

Samples: Merger Agreement (Compuware Corp)

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, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company’s board of directors), and (iii) the valid adoption of resolutions of the Company stockholders Stockholders constituting the Requisite Stockholder Approval Vote (whereby the Merger, this Agreement and the consummation of the transactions contemplated hereby were approved).

Appears in 1 contract

Samples: Merger Agreement (API Technologies Corp.)

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Certificate of Secretary of Company. The Company shall deliver to Parent shall have received and the Merger Sub a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the copies of the Charter Documents, Documents attached thereto; (ii) the valid adoption of resolutions of the Board of Directors of the Company attached thereto (whereby this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereunder hereby were unanimously approved by the Company’s board Board of directorsDirectors), and (iii) the valid adoption of resolutions of the Company stockholders constituting the Requisite Stockholder Approval Stockholders attached thereto (whereby this Agreement, the Merger, this Agreement Merger and the consummation of the other transactions contemplated hereby were approved).

Appears in 1 contract

Samples: Merger Agreement (Compuware Corp)

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