Common use of Certification of Resolutions and Officers Clause in Contracts

Certification of Resolutions and Officers. The Company shall have delivered to the Investor a certificate or certificates, dated the date of the First Closing, Of the Secretary of the Corporation certifying as to (a) the resolutions of the Company's Board of Directors (and the vote of the shareholders, if necessary) authorizing the execution and delivery of this Agreement, the issuance to the Investor of the First Closing Shares, the execution and delivery of such other documents and instruments as may be required by this Agreement, and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of said date, (b) the name and the signature of the officers of the Company authorized to sign, as appropriate, this Agreement and the other documents and certificates to be delivered pursuant to this Agreement by either the Company or any of its officers, and (c) a specimen certificate representing the First Closing Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Versicor Inc /Ca), Stock Purchase Agreement (Versicor Inc /Ca)

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Certification of Resolutions and Officers. The Company shall have delivered to the Investor a certificate or certificates, dated the date of the First such Closing, Of of the Secretary of the Corporation Company certifying as to (a) the resolutions of the Company's Board of Directors (and the vote of the shareholders, if necessary) authorizing the execution and delivery of this Agreementthe Transaction Documents, the issuance to the Investor of the First Closing Securities and the Underlying Shares, the execution and delivery of such other documents and instruments as may be required by this Agreementthe Transaction Documents, and the consummation of the transactions contemplated herebythereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of said date, (b) the name and the signature of the officers of the Company authorized to sign, as appropriate, this Agreement the Transaction Documents and the other documents and certificates to be delivered pursuant to this Agreement the Transaction Documents by either the Company or any of its officers, and (c) a specimen certificate representing the First Closing SharesSecurities to be issued at such Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Organogenesis Inc)

Certification of Resolutions and Officers. The Company shall have delivered to the Investor a certificate or certificates, dated the date of the First Closing, Of of the Secretary of the Corporation certifying as to (a) the resolutions of the Company's Board of Directors (and the vote of the shareholders, if necessary) authorizing the execution and delivery of this Agreement, the issuance to the Investor of the First Closing Shares, the execution and delivery of such other documents and instruments as may be required by this Agreement, and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of said date, (b) the name and the signature of the officers of the Company authorized to sign, as appropriate, this Agreement and the other documents and certificates to be delivered pursuant to this Agreement by either the Company or any of its officers, and (c) a specimen certificate representing the First Closing Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cubist Pharmaceuticals Inc)

Certification of Resolutions and Officers. The Company shall have delivered to the Investor a certificate or certificates, dated the date dates of the First ClosingClosings, Of respectively, of the Secretary of the Corporation certifying as to (a) the resolutions of the Company's Board of Directors (and the vote of the shareholdersstockholders, if necessary) authorizing the execution and delivery of this Agreement, the issuance to the Investor of the First Closing Shares, the execution and delivery of such other documents and instruments as may be required by this Agreement, and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of said date, (b) the name and the signature of the officers of the Company authorized to sign, as appropriate, this Agreement and the other documents and certificates to be delivered pursuant to this Agreement by either the Company or any of its officers, and (c) a specimen certificate representing the First Closing SharesCommon Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medarex Inc)

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Certification of Resolutions and Officers. The Company shall have delivered to the Investor a certificate or certificates, dated the date Closing Date, of the First Closing, Of the Secretary of the Corporation Company certifying as to (a) the resolutions of the Company's ’s Board of Directors (and the vote of the shareholders, if necessary) authorizing the execution and delivery of this AgreementAgreement and the Investor Rights Agreement Amendment, the issuance of the Shares to the Investor of the First Closing SharesInvestor, the execution and delivery of such other documents and instruments as may be required by this Agreement, Agreement or the Investor Rights Agreement and the consummation of the transactions contemplated hereby, hereby and thereby and certifying that such resolutions were duly adopted and have not been rescinded or amended as of said date, (b) the name and the signature of the officers of the Company authorized to sign, as appropriate, this Agreement, the Investor Rights Agreement Amendment and the other documents and certificates to be delivered pursuant to this Agreement or the Investor Rights Agreement by either the Company or any of its officers, and (c) a specimen certificate representing the First Closing Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (SGX Pharmaceuticals, Inc.)

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