Certification by the Company. Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of Current Market Price) be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.
Certification by the Company. The Stockholders shall have received a certificate, dated the Closing Date, signed by the Company, certifying that the conditions specified in Sections 6.01, 6.03 and 6.04 have been fulfilled.
Certification by the Company. Pursuant to Section 27 of the Rights Agreement, by its execution and delivery hereof, the Company hereby certifies that this Amendment complies with Section 27 of the Rights Agreement.
Certification by the Company. The Investor shall have received a certificate of the Company signed by its Chief Executive Officer and by its Chief Financial Officer to the effect set forth in Subsections (a) and (b).
Certification by the Company. Xxxxxxxxx will have a received certificate, dated the Closing Date, signed by the president or vice president and secretary or assistant secretary of the Company, certifying, in such detail as Xxxxxxxxx and its counsel may reasonably request, that the conditions specified in Sections 8.01 through 8.03 and 8.06 and 8.07 hereof have been fulfilled, including, but not limited to, certified copies of all resolutions of the Company pertaining to the authorization of the execution, delivery and performance of this Agreement.
Certification by the Company. In accordance with Article 8, Section 8.3 of the Trust Agreement, the Company hereby certifies that the amendments to the Trust provided for in this Amendment has been duly authorized, approved, and directed by its Board of Directors.
Certification by the Company. The Company has delivered to the Rights Agent a certificate from an officer of the Company which states that this Amendment is in compliance of the terms of Section 8.03 of the Rights Agreement, and the Rights Agent is relying on such certificate in executing this Amendment.
Certification by the Company. Kellxxxxx xxxl have a received certificate, dated the Closing Date, signed by the president or vice president and secretary or assistant secretary of the Company, certifying, in such detail as Kellxxxxx xxx its counsel may reasonably request, that the conditions specified in Sections 8.01 through 8.03 and 8.06 and 8.07 hereof have been fulfilled, including, but not limited to, certified copies of all resolutions of the Company pertaining to the authorization of the execution, delivery and performance of this Agreement.
Certification by the Company. The Purchaser and Xxxxxxxxx Subsidiary will have received certificates, dated the Closing Date, signed by the president or vice president and secretary or assistant secretary of the Managing General Partner of the Company, respectively, certifying, in such detail as the Purchaser and its counsel may reasonably request, that the conditions specified in Sections 6.1, 6.2 and 6.3 hereof have been fulfilled, including, but not limited to, certified copies of all resolutions of the Company and its general partners pertaining to the authorization of the execution, delivery and performance of this Agreement.
Certification by the Company. UHS and the Purchaser will have received certificates, dated the Closing Date, signed by the Chairman of the Board of AHD, on behalf of AHD, certifying, in such detail as UHS and the Purchaser and their counsel may reasonably request, that the conditions specified in Sections 6.1, 6.2 and 6.3 hereof have been fulfilled in all material respects, including, but not limited to, certified copies of all documentation of AHD pertaining to authorization of the execution, delivery and performance of this Agreement.
