Certificate of Secretary of Seller Sample Clauses

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documents, (ii) the valid adoption of resolutions by the Board of Directors of Seller approving and adopting this Agreement, and (iii) the valid adoption and approval by the stockholders of Seller of this Agreement and the valid approval by such stockholders of transactions contemplated hereby and the Liquidation.
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Certificate of Secretary of Seller. The Buyer Parties shall have received one or more certificates, validly executed by each Secretary of Seller, certifying with respect to Seller as to the valid adoption of the resolutions of the board of directors of Seller (whereby the Asset Purchase and the other transactions contemplated hereunder were approved) (the “Seller Secretary Certificate”).
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Certificate of Secretary of Seller. MAXIMUS shall have received a Certificate of the Secretary of Seller, dated as of the Closing Date, certifying as to: (a) the Restated Articles of Incorporation and By-Laws of Seller as in effect on and as of the Closing Date; and (b) the resolutions of the Board of Directors and shareholders of Seller authorizing and approving the execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby.
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Certificate of Secretary of Seller. Seller shall have delivered to Buyer a certificate of the Secretary of Seller, dated as of the Closing Date, in a form reasonably satisfactory to Buyer, certifying as to (a) the resolutions of its Board of Directors authorizing and approving the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and (b) the incumbency of its officers executing documents executed and delivered in connection herewith.
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Certificate of Secretary of Seller. Parent and Buyer shall have received a certificate, validly executed by the Secretary of each of DTI Holdings and Seller, certifying as to (i) the terms and effectiveness of the DTI Holdings Charter Documents and the Seller Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of DTI Holdings and Seller approving this Agreement and the consummation of the transactions contemplated hereby, and (iii) the valid receipt of approval by the stockholders of DTI Holdings and Seller of this Agreement and the transactions contemplated hereby;
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Certificate of Secretary of Seller. Purchaser shall have been provided with a certificate executed by the Secretary of the Seller certifying that, as of the Closing: (A) resolutions duly adopted by the Board of Directors of the Seller authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; (B) that the Seller has obtained the requisite consent of its stockholders required under applicable federal and state law to the consummation of the transactions contemplated by this Agreement as described in the Definitive Information Statement; and (C) the incumbency of the officers of the Seller executing this Agreement and all agreements and documents contemplated hereby.
Sample 1
Certificate of Secretary of Seller. Seller shall deliver a certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the managers of Seller whereby this Agreement and the transactions contemplated hereunder were unanimously approved, (iii) the approval of this Agreement and the transactions contemplated hereby by the Members, and (iv) the valid adoption of resolutions of the managers of Seller terminating the DocSite LLC 401(k) Profit Sharing Plan and Trust and all other employee benefit plans of Seller not expressly assumed by Buyer.
Sample 1
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Related to Certificate of Secretary of Seller

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Certificate of Secretary of each Credit Party A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 6.1(b)(iii).

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

  • Secretary of State The Secretary of State of the State of Delaware.

  • FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of , (the “Common Stock Purchase Agreement”), by and between DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as follows:

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Recording Secretary The Board may appoint a Recording Secretary who is a staff member. The Recording Secretary shall:

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

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