Common use of Company Secretary’s Certificate Clause in Contracts

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery by the Company of the Notes and this Agreementthe Agreements.

Company Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate of certificate, signed on its behalf by its Secretary or one of its Assistant SecretarySecretaries, dated the date of Closingsuch Closing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the applicable Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe other Transaction Documents to which it is a party.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser deliver a certificate of its the Secretary or Assistant Secretaryof the Company, dated the date of ClosingClosing Date, substantially in the form attached to this Agreement as Exhibit H, certifying as to (i) the certificate of incorporation of the Company, (ii) board resolutions attached thereto and other corporate proceedings relating to authorizing the authorization, execution and delivery of the Notes Transaction Documents and this Agreementthe consummation of the transactions contemplated thereby, and (iii) the incumbent officers authorized to execute the Transaction Documents, setting forth the name and title and bearing the signatures of such officers.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery by the Company of the Notes Notes, this Agreement and this Agreementthe Other Agreements.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser the Noteholders a certificate of its signed by Secretary or one of the Assistant SecretarySecretaries of the Company, dated the date of ClosingEffective Date, certifying as to true and correct copies of the Company's charter and by-laws and the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of each of the Notes and this AgreementFinancing Documents to which the Company is a party.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect. Roanoke Gas Company Private Shelf Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to authorizing the authorization, execution and delivery of the Notes Financing Documents and this Agreementthe organizational documents of the Company and BST.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementthe Agreements.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date, signed by the Secretary or an Assistant Secretary of Closingthe Company, and certifying as to the resolutions resolutions, the bylaws and the certificate of incorporation attached thereto and as to other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementany other agreement or instrument related thereto.

Company Secretary’s Certificate. The Company Shareholder shall have delivered to such Purchaser a certificate of its executed by the Secretary or any Assistant SecretarySecretary of each Company, dated the date of ClosingClosing Date, certifying as to (1) such Company’s charter documents and bylaws; (2) the resolutions attached thereto good standing of such Company in its jurisdiction of incorporation and in each other corporate proceedings relating jurisdiction where it is qualified to do business, and (3) the authorizationeffectiveness of all actions taken by the Shareholder and the Board of Directors of such Company authorizing the execution, execution delivery and delivery of the Notes and this Agreementperformance hereof by such Company.

Company Secretary’s Certificate. The Company shall have delivered to such Prudential and each Purchaser of Series C Notes a certificate of its the Secretary or Assistant SecretarySecretary of the Company, dated the date of ClosingFirst Closing Date, certifying as to the resolutions attached thereto and thereto, other corporate proceedings and corporate organizational documents relating to the authorization, execution and delivery of the Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser deliver a certificate of its the Secretary or Assistant Secretaryof the Company, dated the date of ClosingClosing Date, substantially in the form attached to this Agreement as Exhibit D, certifying as to (i) the certificate of incorporation of the Company, (ii) board resolutions attached thereto and other corporate proceedings relating to authorizing the authorization, execution and delivery of the Notes Transaction Documents and this Agreementthe consummation of the transactions contemplated thereby, and (iii) the incumbent officers authorized to execute the Transaction Documents, setting forth the name and title and bearing the signatures of such officers.

Company Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate of its the Secretary or Assistant SecretarySecretary of the Company, dated the date of Closingapplicable Closing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the applicable Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions of the Company attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement by the Company.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementthe Agreements.

Company Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate of its Secretary or Assistant Secretarycertificate, dated the date of Closingapplicable Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementthe Agreements.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Prudential, each Existing Holder and each Initial Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of ClosingEffective Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe other Transaction Documents to which it is a party.

Company Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate of certificate, signed on its behalf by its Secretary or one of its Assistant SecretarySecretaries, dated the date of ClosingClosing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the applicable Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser the Noteholders a certificate of its Secretary or one of its Assistant SecretarySecretaries, dated the date of ClosingEffective Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementFinancing Documents to which it is a party.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser Xxxxxxxx a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date, signed by the Secretary of Closing, the Company certifying as to the resolutions attached thereto Company Shareholder Approval and other corporate proceedings relating to the authorization, execution and delivery resolutions of the Notes Company Audit Committee and the Company Board authorizing and approving this Agreement, the Second Merger and the other Transactions.

Company Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate of certificate, signed on its behalf by its Secretary or one of its Assistant SecretarySecretaries, dated the date of the Closing, (i) certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) attaching a true and correct copy of the 2002 Note Agreement.

Company Secretary’s Certificate. The Company shall have delivered to you a certificate, dated such Purchaser a certificate of its Closing Date, signed by the Secretary or an Assistant SecretarySecretary of the Company, dated the date of Closing, and certifying as to the resolutions resolutions, the bylaws and the certificate of incorporation attached thereto and as to other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementany other agreement or instrument related thereto.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and the Other Agreements.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or one of its Assistant SecretarySecretaries, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementFinancing Documents.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser Acquiror a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date, signed by an officer of Closing, the Company (acting in the capacity of secretary) certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Company Board and the written consent of the Equity Members (including the FTV Blocker and the Xxxxx Xxxxxxx) of the Company holding a sufficient number of all the outstanding Company Membership Units entitled to vote authorizing and approving this Agreement, the OpCo Merger and the other Transactions.

Company Secretary’s Certificate. The Company shall have delivered to such Purchaser Prudential and each Existing Holder a certificate of its Secretary or Assistant Secretary, dated the date of ClosingEffective Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe other Transaction Documents to which it is a party.