Common use of Certificate of Secretary of the Company Clause in Contracts

Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness the articles of incorporation and the bylaws of the Company, and (ii) the valid adoption of resolutions of the Board of Directors of the Company and the holders of the Company's stockholders approving this Agreement and the License Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness the articles of incorporation and the bylaws of the CompanyCharter Documents, and (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the First Merger, this Agreement, the Related Agreements and the holders transactions contemplated hereby and thereby to which the Company were unanimously approved by the Board of Directors), and (iii) the Company's stockholders approving valid adoption of this Agreement and the License Agreement and the consummation approval of the transactions contemplated herebyFirst Merger by the Stockholder Consent.

Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms correct form and effectiveness of the articles Articles of incorporation Incorporation and the bylaws Bylaws of the Company, including all amendments thereto; and (ii) the valid adoption of resolutions of the Board board of Directors directors of the Company and the holders of the Company's stockholders Company Shareholders approving this Agreement and the License Agreement and the consummation of the transactions contemplated hereby.

Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness the articles of incorporation and the bylaws of the CompanyCharter Documents, and (ii) the valid adoption of resolutions of the Board of Directors of the Company and (whereby the holders Transaction was unanimously approved by the Board of the Company's stockholders approving this Agreement and the License Agreement and the consummation of the transactions contemplated herebyDirectors).