CERTIFICATE OF VOTE Sample Clauses

CERTIFICATE OF VOTE. A Certificate of Vote of Directors Establishing a Series of a Class of Stock having the terms set forth on EXHIBIT B hereto (the "Certificate of Vote") shall have been filed with the Secretary of State of the Commonwealth of Massachusetts.
Sample 1
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CERTIFICATE OF VOTE. The resolution set forth below was duly adopted by the unanimous written consent of the Board of Directors of PAID, Inc. on December 2 , 2011, which resolution is presently in full force and effect and has not been amended, revoked or rescinded as of December 7 , 2011. RESOLVED: That Xxxxxxx Xxxxxx, President of PAID, Inc., and Xxxxxxxxxxx X. Xxxxxxx, as Chief Financial Officer and Treasurer of the Corporation, or either of them, be and is hereby authorized, in name of, and on behalf of the said Corporation, with respect to all real estate of said Corporation now, or at any time hereafter, leased by said Corporation, to sign, seal, acknowledge, and bind said Corporation regarding any and all leases, releases, notes, assignments, agreements, notices, estoppels, affidavits specifically including property located at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx, and all such instruments as he may by his execution thereof approve, said authority to remain in full force and effect until notice of revocation thereof shall be recorded in each Registry of Deeds wherein this Vote shall be recorded. This authorization includes the authority to issue common stock of the Corporation to the Landlord pursuant to the Lease of such property at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx, and to take any and all action related thereto. A TRUE COPY: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Assistant Secretary I, Xxxxxxxxxxx X. Xxxxxxx, Assistant Secretary, hereby certify that I am the duly elected and qualified Assistant Secretary for the above named Corporation and that the above is a true copy of the Vote that was passed, and that Xxxxxxx Xxxxxx is the duly elected and qualified President of the Corporation and Xxxxxxxxxxx X. Xxxxxxx is the duly elected and qualified Chief Financial Officer and Treasurer of the Corporation. ATTEST: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Assistant Secretary Tenant, upon the commencement of its occupancy of the Premises, shall have the right to use for its designated employees, as appurtenant to the Premises no more than fifty-three (53) unassigned parking spaces in the Building’s parking areas located upon the Land. Tenant shall use the parking areas solely for parking registered passenger vehicles. Storage trailers, storage containers, busses, motor homes, trucks and like vehicles are not permitted. Landlord shall in no event be required to enforce such rights on Xxxxxx’s behalf. Use of such spaces may not be so...
Sample 1
CERTIFICATE OF VOTE. The resolution set forth below was duly adopted by the unanimous written consent of the Board of Directors of PAID, Inc. on July 22, 2011, which resolution is presently in full force and effect and has not been amended, revoked or rescinded as of August 4, 2011.
Sample 1
CERTIFICATE OF VOTE. A meeting of The Board of Directors of A123 Systems, Inc., was held on May 6, 2010 at the office located at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000.
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CERTIFICATE OF VOTE. The Certificate of Vote with respect to the Preferred Shares to be issued on the Subsequent Closing Date shall have been filed with the Secretary of State of the Commonwealth of Massachusetts.
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CERTIFICATE OF VOTE. PRIVATE EYES SUNGLASS CORPORATION The undersigned certifies that he is the Clerk of PRIVATE EYES SUNGLASS CORPORATION, a Massachusetts corporation, and that as such, he is duly authorized to execute this Certificate, and he further certifies that the following is a true and correct copy of the resolution duly adopted by the Board of Directors of this Corporation at a meeting duly called and held on the 1st day of March, 1989 and that, as of this date, such resolution remains in full force and effect: RESOLVED, that Richxxx Xxxxxx, Xx. xx hereby authorized in the name of and on behalf of this Corporation to execute and deliver, with such changes as he may approve, such approval to be conclusively evidenced by such execution, a Lease between this Corporation, as Tenant, and Gary Xxxxxxxxxxx xxx W. Blakx Xxxxxxx xx Trustees of AEP Realty Trust, as Landlord, for Spaces B-1, X-0 xxx B-3 located in Building B at 77 Axxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxxxxx xxx he is further authorized to do and cause to be done any and all acts and things and to execute and deliver any and all documents, instruments and papers as he shall deem necessary or advisable in connection therewith. The undersigned further certifies that Richxxx Xxxxxx, Xx. xx the duly elected President of this Corporation and that Richxxx Xxxxxx, Xx. xx the Clerk of this Corporation.
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Related to CERTIFICATE OF VOTE

  • Restated Certificate The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

  • 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;

  • 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.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • 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 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.

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