Common use of Certificate of Secretary of Target Clause in Contracts

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

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Ellie Mae Inc), Merger Agreement (Euniverse Inc), Merger Agreement (Euniverse Inc)

AutoNDA by SimpleDocs

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

Appears in 2 contracts

Samples: Merger Agreement (Accrue Software Inc), Merger Agreement (Magnavision Corporation)

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

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Printcafe Inc), Merger Agreement (Printcafe Inc)

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

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PDF Solutions Inc)

Certificate of Secretary of Target. Acquiror and Merger Sub shall have been provided with a certificate executed by the Secretary of Target certifying: (A) Resolutions resolutions duly adopted by the Board of Directors and the stockholders shareholders of Target authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; (B) The Certificate the Articles of Incorporation and Bylaws of Target, as in effect immediately prior to the Effective Time, including all amendments thereto; and (C) the incumbency of the officers of Target executing this Agreement and all agreements and documents contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Ess Technology Inc)

AutoNDA by SimpleDocs

Certificate of Secretary of Target. Acquiror and Merger Sub shall have been provided with a certificate executed by the Secretary of Target certifying: (A) Resolutions duly adopted by the Board of Directors and the stockholders shareholders of Target approving the Merger and authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby;; and (B) The Certificate Articles of Incorporation and Bylaws of Target, as in effect immediately prior to the Effective Time, including all amendments thereto; and (C) the incumbency of the officers of Target executing this Agreement and all agreements and documents contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Paypal Inc)

Certificate of Secretary of Target. Acquiror and ---------------------------------- Merger Sub shall have been provided with a certificate executed by the Secretary of Target certifying: (A) Resolutions duly adopted by the Board of Directors and all of the stockholders of Target authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; (B) The Certificate the Articles of Incorporation and Bylaws of Target, as in effect immediately prior to the Effective Time, including all amendments thereto; and (C) the incumbency of the officers of Target executing this Agreement and all agreements and documents contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Netcentives Inc)

Certificate of Secretary of Target. Acquiror and Merger Sub shall ---------------------------------- have been provided with a certificate executed by the Secretary of Target certifying: (Ai) Resolutions duly adopted by the Board of Directors and the stockholders of Target authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; (Bii) The Certificate of Incorporation and Bylaws of Target, as in effect immediately prior to the Effective Time, including all amendments thereto; and (Ciii) the incumbency of the officers of Target executing this Agreement and all agreements and documents contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netcentives Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!