Common use of Certificate of Secretary of Merger Sub Clause in Contracts

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions duly adopted by the Board of Directors and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions duly adopted by the Board of Directors Sole Director and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been -------------------------------------- provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (Ai) Resolutions duly adopted by the Board of Directors Sole Director and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (Bii) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions certifying resolutions duly adopted by the Board of Directors Sole Director and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions duly adopted by the Board of Directors sole director and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the The incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions duly adopted by the Board of Directors sole director and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions resolutions duly adopted by the Board of Directors and the sole stockholder shareholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall -------------------------------------- have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions duly adopted by the Board of Directors and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions resolutions duly adopted by the Board of Directors Sole Director and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency of the officers of Merger Sub executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary of Merger Sub. Target shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Merger Sub certifying: (A) Resolutions duly adopted by the Board of Directors Sole Director and the sole stockholder of Merger Sub authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (B) the incumbency Certificate of the officers Incorporation and Bylaws of Merger Sub executing this Agreement and Sub, each as in effect immediately prior to the Effective Time, including all agreements and documents contemplated herebyamendments thereto.