Certificates; Resolutions Sample Clauses

Certificates; Resolutions. Ameris shall have delivered to Atlantic:
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Certificates; Resolutions. The Purchaser shall have received a certificate of the Secretary or Assistant Secretary of the Company setting forth (a) resolutions of the Board of Directors of the Company with respect to the authorization of the Company to execute, deliver and perform its obligations under each Note Document to which it is a party, issue the Notes and enter into the transactions contemplated by the Note Documents, (b) the officers of the Company who are authorized to sign the Notes and the other Note Documents, (c) specimen signatures of such authorized officers, and (d) the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company certified as being true and complete. The Purchaser shall have received a copy of resolutions of the Special Committee of the Board of Directors of the Company recommending that the Board of Directors of the Company approve the transactions contemplated by the Note Documents. The Purchaser shall have received a certificate of an officer of the Company certifying as to such matters as the Purchaser may reasonably specify.
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Certificates; Resolutions. The Purchaser shall have received a certificate of the Secretary or Assistant Secretary of the Company setting forth (a) resolutions of the Board of Directors of the Company with respect to the authorization of the Company to execute, deliver and perform its obligations under each Transaction Document to which it is a party, issue the Securities and enter into the transactions contemplated by the Transaction Documents, (b) the officers of the Company who are authorized to sign the Securities and the other Transaction Documents, (c) specimen signatures of such authorized officers, and (d) the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company certified as being true and complete. The Purchaser shall have received a certificate of an officer of the Company certifying as to such matters as the Purchaser may reasonably specify.
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Certificates; Resolutions. RSI shall have delivered to the Allied Parties:
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Certificates; Resolutions. A Certificate of Good Standing for the Company and the resolutions of each of the Seller and the Company authorizing the execution, delivery and performance by the Seller and the Company of this Agreement and the other Transaction Documents.
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Related to Certificates; Resolutions

  • Certificates and Documents The Company shall have delivered to the Purchasers:

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • Resolutions Copies of resolutions of the Board of Directors of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.

  • Certificates of Interest Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

  • Certified Resolutions A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

  • 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.

  • Certificates and Payments (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, the Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds to satisfy the aggregate Consideration payable to the Company Shareholders in accordance with Section 3.1(d), which cash shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders for distribution thereto in accordance with the provisions of this Article 5.

  • Certificates and Opinions (a) Unless otherwise provided in a particular Schedule to this Agreement, each certificate and each opinion furnished pursuant to any provision of this Agreement shall specify the Section or Sections under which such certificate or opinion is furnished, shall include a statement that the Person making such certificate or giving such opinion has read the provisions of this Agreement relevant thereto and shall include a statement that, in the opinion of such Person, such Person has made such examination and investigation as is necessary to enable such Person to express an informed opinion on the matters set out in the certificate or opinion.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

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