Company Secretary Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the First Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. The foregoing certificate shall only be required to be delivered on the First Closing Date, unless any material information contained in the certificate has changed.
Company Secretary Certificate. The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the charter and bylaws of the Company, as the same may be amended and/or restated, and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.
Company Secretary Certificate. The Company shall have delivered to the Purchaser a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s member and managers authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and (C) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.
Company Secretary Certificate. Parent shall have received a duly executed certificate from the Secretary of the Company with respect to: (i) the certificate of incorporation, as certified by the Secretary of State of Delaware as of a recent date, and bylaws of the Company, (ii) resolutions of the board of directors of the Company with respect to the authorizations of this Agreement and the other agreements contemplated hereby, (iii) a certificate of existence and good standing as of a recent date from the Secretary of State of the State of Delaware and (iv) the incumbency of the executing officers of the Company.
Company Secretary Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, or such other officer as may be acceptable to the Placement Agent, dated as of the applicable Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first partial Closing Date, unless any information contained in the certificate has changed.
Company Secretary Certificate. The Company shall have delivered to VSAC a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, (C) the resolutions of the shareholders as to approval of Company Shareholders Approval Matters, and (D) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound.
Company Secretary Certificate. The Noteholder shall have received a certificate of the Secretary of the Company, (a) certifying that the certificate or articles of incorporation and the bylaws of the Company and the Existing Subsidiary Obligors delivered by the Company in connection with the Existing Note Agreement are in full force and effect, having not been amended, supplemented, replaced or otherwise modified in any way, and (b) attaching and certifying as true, correct and complete copies of the resolutions of the Company and each Existing Subsidiary Obligor authorizing the execution, delivery and performance of this Agreement and the other Financing Documents to be executed in connection herewith, and the satisfaction of all closing conditions set forth in this Section 5, applicable to the Company or such Existing Subsidiary Obligor.
Company Secretary Certificate. A certificate, dated the date of the Debenture Closing, executed by the Secretary or any Assistant Secretary of the Company certifying as of the date of such Sale Closing (A) the Articles of Incorporation, as amended, of the Company, (B) the By-laws of the Company, (C) the resolutions adopted by the Board of Directors of the Company approving the issuance of the Convertible Debenture at such closing and reserving for issuance upon conversion of the Convertible Debenture such number of shares of Common Stock into which the Convertible Debenture is convertible, (D) the incumbency of the officers of the Company.
Company Secretary Certificate. A certificate, dated the date of the Initial Closing and executed by the Secretary or any Assistant Secretary of the Company, certifying (A) the Articles of Incorporation, as amended, of the Company, (B) the By-laws of the Company, (C) the resolutions adopted by the Board of Directors of the Company approving this Agreement and the transactions contemplated hereby, and (D) the incumbency of the officers of the Company.
Company Secretary Certificate. Parent shall have received a duly executed certificate from the Secretary of the Company with respect to: (i) the certificate of incorporation, as certified by the Secretary of State of California as of a recent date, and bylaws of the Company, (ii) resolutions of the board of directors of the Company with respect to the authorizations of this Agreement and the other agreements contemplated hereby, (iii) a certificate of existence and good standing as of a recent date from the Secretary of State of the State of California and (iv) the incumbency of the executing officers of the Company, substantially in the form attached hereto as Exhibit K.
