Common use of Certificate of Secretary of Parent Clause in Contracts

Certificate of Secretary of Parent. The Company shall have received a certificate, validly executed by the Secretary of Parent, certifying (i) as to the terms and effectiveness of its Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of Parent (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors of Parent) and (iii) that the Stockholders holding requisite shares of capital stock of Parent have approved this Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of Parent. The Company shall have received a certificate, validly executed by the Secretary of Parent, certifying as to (i) as to the terms and effectiveness of its the Parent Restated Charter Documentsand bylaws, (ii) as to the valid adoption of resolutions of the Board board of Directors directors of Parent (and the Merger Sub whereby the Merger and the other transactions contemplated hereunder by this Agreement were unanimously approved by the Board of Directors of Parent) Parent and the Merger Sub, and (iii) that the Stockholders holding requisite shares of capital stock of Parent have approved this Agreement and the consummation incumbency of the transactions contemplated herebyexecutive officers of Parent.

Certificate of Secretary of Parent. The Company shall have received a certificate, validly executed by the Secretary of Parent, certifying as to (i) as to the terms and effectiveness of its Charter Documentsthe Certificate of Incorporation and the Bylaws of Parent, (ii) as to the valid adoption of resolutions of the Board of Directors of Parent (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors of Parent) and (iii) that the Stockholders holding requisite shares of capital stock of Parent have approved approving this Agreement and the consummation of the transactions contemplated herebyhereby and thereby and (iii) such other matters as Company or its counsel shall reasonably request.

Certificate of Secretary of Parent. The Company shall have received a certificate, validly certificate executed by the Secretary of Parent, certifying as to (i) as to the terms and effectiveness of its Charter Documentsthe certificate of incorporation and the bylaws of Parent, and (ii) as to the valid adoption of resolutions of the Board of Directors of Parent (whereby the Merger and the transactions contemplated hereunder hereunder, were unanimously approved by the Board Parent's board of Directors of Parentdirectors) and (iii) that the Stockholders holding requisite shares of capital stock of Parent have approved approving this Agreement and the consummation of the transactions contemplated hereby.