Common use of Certificate of Secretary Clause in Contracts

Certificate of Secretary. The Company and the Shareholder shall have delivered to Buyer a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors of the Company and the Shareholder, as the case may be, authorizing this Agreement and the Transactions; (ii) the Company Charter Documents as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder Buyer shall have delivered to Buyer the Company a certificate executed by the Secretary of the Company Buyer certifying: (i) resolutions duly adopted by the Board of Directors of the Company and the Shareholder, as the case may be, Buyer authorizing this Agreement and the Transactions; Transactions (ii) the Company Charter Documents Certificate of Incorporation and Bylaws of Buyer as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of the Company Buyer executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder Buyer shall have delivered to Buyer the Company a certificate executed by the Secretary of its Secretary, dated as of the Company certifying: Closing Date, certifying as to (ia) resolutions duly adopted by the Board of Directors its bylaws, as in effect on and as of the Company Closing Date, (b) the resolutions of its board of directors authorizing and approving the Shareholderexecution, as the case may be, authorizing delivery and performance of this Agreement and the Transactions; (ii) the Company Charter Documents as in effect immediately prior to the Closing Datetransactions contemplated hereby and thereby, including all amendments thereto; and (iiic) the incumbency of the its officers of the Company executing this Agreement documents executed and all agreements and documents contemplated herebydelivered in connection herewith.

Certificate of Secretary. The Company and the Shareholder Purchaser shall have delivered to Buyer the Seller a certificate executed by the Secretary of the Company Purchaser certifying: (i) the resolutions duly adopted by the Board of Directors of the Company and the Shareholder, as the case may be, Purchaser authorizing this Agreement and the TransactionsTransaction; (ii) the Company Charter Documents articles of incorporation and bylaws of the Purchaser as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of the Company Purchaser executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder Seller shall have delivered to Buyer a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors Members of the Company and the Shareholder, as the case may beCompany, authorizing this Agreement and the Transactions; (ii) the Company Charter Company’s Organizational Documents as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder Buyer shall have delivered to Buyer the Company a certificate executed by the Secretary of the Company Buyer certifying: (i) resolutions duly adopted by the Board of Directors of the Company and the Shareholder, as the case may be, Buyer authorizing this Agreement and the Transactions; Transactions ( (ii) the Company Charter Documents Certificate of Incorporation and Bylaws of Buyer as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of the Company Buyer executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder Seller shall have delivered to Buyer Purchaser a certificate executed by the Secretary of the Company Seller certifying: (i) the resolutions duly adopted by the Board of Directors of the Company and the Shareholder, as the case may be, authorizing Seller approving this Agreement and the TransactionsTransaction; (ii) resolutions reflecting the Company Charter Documents Stockholder Approval, and certain other matters in connection with the Transaction; (iii) the certificate of incorporation and bylaws of the Seller as in effect immediately prior to the Closing Date, including all amendments thereto; and (iiiiv) the incumbency of the officers of the Company Seller executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder shall have delivered to Buyer a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors of the Company and the Shareholder, as the case may be, authorizing this Agreement and the Transactions; (ii) the Company Charter Documents as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder Seller shall have delivered to Buyer a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors shareholders of the Company and the Shareholder, as the case may beCompany, authorizing this Agreement and the Transactions; (ii) the Company Charter Company’s Organizational Documents as in effect immediately prior to the Closing Date, including all amendments thereto; and (iii) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

Certificate of Secretary. The Company and the Shareholder Buyer shall have delivered to Buyer received a certificate certificate, validly executed by the Secretary of the Company certifying: Seller, certifying as to (i) the terms and effectiveness of the certificate of incorporation and the bylaws of Seller, (ii) the valid adoption of resolutions duly adopted by of the Board of Directors of the Company and the Shareholder, as the case may be, authorizing Seller approving this Agreement and the Transactions; (ii) consummation of the Company Charter Documents as in effect immediately prior to the Closing Datetransactions contemplated hereby, including all amendments thereto; and (iii) the incumbency valid receipt of approval by the stockholders of Seller of the officers of the Company executing transactions contemplated by this Agreement and all agreements and documents contemplated herebythe other Transaction Documents.