Common use of Certificate of Secretary of Parent Clause in Contracts

Certificate of Secretary of Parent. Parent shall deliver to the Company a certificate, validly executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the copies of the articles of incorporation and bylaws of Parent and (ii) the valid adoption of resolutions of the Board of Directors of Parent (whereby this Agreement and the transactions contemplated hereby were approved by the Board of Directors).

Certificate of Secretary of Parent. Parent shall deliver to the Company a certificate, validly executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the copies of the articles of incorporation and bylaws of Parent and (ii) the valid adoption of resolutions of the Board Parent’s board of Directors of Parent directors (whereby this Agreement the Merger and the transactions contemplated hereby hereunder were approved by the Board board of Directorsdirectors).

Certificate of Secretary of Parent. Parent The Company shall deliver to the Company have ---------------------------------- received a certificate, validly executed by the Secretary of the Parent, certifying as to (i) the terms and effectiveness of the copies of the articles certificate of incorporation and the bylaws of Parent Parent, and (ii) the valid adoption of resolutions of the Board of Directors of Parent (whereby approving this Agreement and the consummation of the transactions contemplated hereby were approved by the Board of Directors)hereby.

Certificate of Secretary of Parent. Parent The Company shall deliver to the Company have received a certificate, validly executed by the Secretary of the Parent, certifying as to (i) the terms and effectiveness of the copies of the articles certificate of incorporation and the bylaws of Parent Parent, and (ii) the valid adoption of resolutions of the Board of Directors of Parent (whereby approving this Agreement and the consummation of the transactions contemplated hereby were approved by the Board of Directors)hereby.

Certificate of Secretary of Parent. Parent Company shall deliver to the Company have been provided with a certificate, validly certificate executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the copies of the articles of incorporation and bylaws or Assistant Secretary of Parent and (ii) the valid adoption of resolutions of certifying: Resolutions duly adopted by the Board of Directors of Parent (whereby authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby were approved by hereby; and the Board incumbency of Directors)the officers of Parent executing this Agreement and all agreements and documents contemplated hereby. Certificates of Merger Sub.

Certificate of Secretary of Parent. Parent shall deliver to the Company a certificate, validly executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the copies of the articles of incorporation and bylaws of Parent and (ii) the valid adoption of resolutions of the Parent’s Board of Directors of Parent (whereby this Agreement the Transaction and the transactions contemplated hereby hereunder were approved by the Board of Directors)) and (ii) that Parent and Merger Subs shall have timely obtained all consents, waivers, and approvals necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

Certificate of Secretary of Parent. Parent shall deliver to the Company a certificate, validly executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the copies of the articles of incorporation and bylaws of Parent and (ii) the valid adoption of resolutions of the Board of Directors of Parent (whereby this Agreement Agreement, the Merger and the other transactions contemplated hereby were approved by the Board of Directors).