Clerk's Certificate. The Borrower shall have delivered to the Lender a certificate of its Clerk as to (i) its charter documents and by-laws, as amended, (ii) corporate votes authorizing the execution and delivery of the Loan Documents, and (iii) incumbency of the officers authorized to execute the Loan Documents on behalf of the Borrower.
Clerk's Certificate. The Clerk or an Assistant Clerk of the Company shall deliver to the Investors at such Closing a certificate, dated as of the Closing, certifying: (a) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (b) that attached thereto is a true and complete copy of all resolutions and votes adopted by the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Right of First Refusal and Co-Sale Rights Agreement, the Series A and B Amendment and the Stockholders Agreement, the issuance, sale and delivery of the Shares and reservation, issuance and delivery of the Series C Conversion Shares, and that all such votes are in full force and effect and are all the votes adopted in connection with the transactions contemplated by this Agreement, the Right of First Refusal and Co-Sale Rights Agreement and the Stockholders Agreement; (c) that attached thereto is a true and complete copy of the Articles of Amendment and the Restated Articles of Organization, as in effect on the date of such certification; and (d) to the incumbency and specimen signature of certain officers of the Company.
Clerk's Certificate. The Clerk or an Assistant Clerk of the Company shall deliver to the Investors at such Closing a certificate, dated as of the Closing, certifying: (a) that attached thereto is a true and complete copy of all waivers obtained from, and resolutions and votes adopted by, the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Series H Notes, the Non-Convertible Notes, the Right of First Refusal and Co-Sale Rights Agreement and the Amendment and Waiver, the issuance, sale and delivery of the Note Shares and reservation, issuance and delivery of the Conversion Shares; (b) that attached thereto is a true and complete copy of the Amended and Restated Certificate of Incorporation, as in effect on the date of such certification; and (c) to the incumbency and specimen signature of certain officers of the Company.
Clerk's Certificate. The Clerk or an Assistant Clerk of the Company shall deliver to the Investor at such Closing a certificate, dated as of the Closing, certifying: (a) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (b) that attached thereto is a true and complete copy of all resolutions and votes adopted by the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Right of First Refusal and Co-Sale Rights Agreement and the Series A, B and C Amendment, the issuance, sale and delivery of the Shares and reservation, issuance and delivery of the Series F Conversion Shares, and that all such votes are in full force and effect and are all the votes adopted in connection with the transactions contemplated by this Agreement and the Right of First Refusal and Co-Sale Rights Agreement; (c) that attached thereto is a true and complete copy of the Articles of Amendment and the Restated Articles of Organization, as in effect on the date of such certification; and (d) to the incumbency and specimen signature of certain officers of the Company.
Clerk's Certificate. The Company shall have delivered a certificate of the Clerk of the Company, dated as of the Closing Date, certifying as to (i) the incumbency of the officers of the Company executing documents executed and delivered in connection herewith, (ii) the copies of the Articles of Organization and By-Laws, each as in effect from the date of this Agreement until the Closing Date, and (iii) a copy of the votes of the Company Board authorizing and approving the applicable matters contemplated hereunder.
Clerk's Certificate. Parent shall have delivered a certificate of the Clerk of Parent, dated as of the Closing Date, certifying as to (a) the incumbency of officers of Parent executing documents executed and delivered in connection herewith, (b) a copy of the By-Laws of Parent, as in effect from the date this Agreement was approved by the Board of Directors of Parent until the Closing Date, and (c) a copy of the resolutions of the Board of Directors authorizing and approving the applicable matters contemplated hereunder.
Clerk's Certificate. There shall have been delivered to Buyer a certificate of the corporate Clerk of Asahi dated the Closing Date certifying as to true copies of all corporate action taken by the stockholders and directors of Asahi relative to this Agreement, the Articles of Organization (certified by the Secretary of State as of a recent date), and the Bylaws of Asahi as amended to date, and the names, true signatures and incumbency of the officers of Asahi authorized to execute this Agreement and the other documents executed or to be executed in connection herewith.
Clerk's Certificate. I, Xxxx Xxxxxxxxx, the duly qualified Village Clerk of the Village of Oswego, Xxxxxxx and Will Counties, Illinois, do hereby certify that I am the keeper of its books and records and that the attached hereto is a true and correct copy of an Ordinance entitled: day of 2023, approved by the Village President on the day of 2023 and thereafter published in pamphlet form. I do further certify, in my official capacity, that a quorum of said Board of Trustees was present at said meeting and that the Board complied with all requirements of the Illinois Open Meetings Act.
Clerk's Certificate. Contemporaneously with the execution of this Agreement, GTC shall deliver to Genzyme resolutions of the Board of Directors of GTC authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Clerk of GTC as of the date hereof.
Clerk's Certificate. 38 LEASE This Lease is made and entered into as of this ___ day of February, 1998 by and between Retals, LP with an address c/o Teel Realty, 1955 Xxxxxxxxxxxx Xxxxxx, Xx. 0, Xxxxxxxx, XX 00000-0000 (xxe "LANDLORD" or "LESSOR") Student Advantage, LLC., a Delaware corporation, with an address at 321 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 (xxe "TENANT" or "LESSEE"). This Lease shall be effective as of the "EFFECTIVE DATE" (see SECTION 3) which is anticipated to be between April 1, 1998 and April 21, 1998, provided the Premises are delivered in substantial completion as provided in Section 7 of this Lease. Not withstanding that Effective Date has not occurred, this Lease shall be a binding agreement between the parties from and after the date hereof.
