Certificates  Certificates Sample Clauses

Certificates  Certificates. Parent shall have delivered to Ad-Vantage (i) a copy of the filed Charter Documents, as amended to the Effective Date, of each of Parent and Merger Subsidiary, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or formation; (ii) a certificate of the Secretary of each of Parent and Merger Subsidiary dated the Closing Date and certifying (A) that attached thereto is a true, correct and complete copy of the Charter Documents of Parent or Merger Subsidiary, as the case may be, as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of Parent or Merger Subsidiary, as the case may be, described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of each of Parent and Merger Subsidiary authorizing the execution, delivery and performance of this Agreement and all other documents delivered by Parent or Merger Subsidiary, as the case may be, in connection herewith and the consummation by Parent or Merger Subsidiary, as the case may be, of the transactions contemplated by this Agreement and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the filed Charter Documents of Parent or Merger Subsidiary, as the case may be, have not been amended since the date of the last amendment thereto furnished pursuant to (i) above and no action has been taken by Parent, Merger Subsidiary or their respective shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of Parent or Merger Subsidiary, as the case may be, and (D) as to the incumbency and specimen signature of each officer of Parent or Merger Subsidiary, as the case may be, executing this Agreement or any other document delivered in connection herewith; (iii) a certificate of another officer of Parent or Merger Subsidiary, as the case may be, dated the Closing Date as to the incumbency and signature of the Secretary of Parent or Merger Subsidiary, as the case may be; (iv) a certificate of the Chairman of the Board of Directors, President or a Vice President of each of Parent and Merger Subsidiary stating that the representations and warranties of Parent or Merger Subsidiary, as the case may be, in Section 4 hereof are true and correct as of the Closing Date with the same fo...