Company's Secretary's Certificate Sample Clauses

Company's Secretary's Certificate. Purchaser shall have received a certificate, dated the Closing Date and signed by the Secretary of Company, certifying the completeness and accuracy of the attached copies of Company's Charter Documents (including amendments thereto), By-Laws (including amendments thereto), and resolutions of the board of directors approving the Company's entering into this Agreement and the consummation of the transactions contemplated hereby.
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Company's Secretary's Certificate. A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, as to: (i) the Company's Appendix 1 - Conditions Precedent 144 LLC Agreement; (ii) resolutions relating to the execution, delivery and performance by the Company of the Credit Documents to which it is a party; and (iii) incumbency and specimen signatures of each officer of the Company executing any such Credit Documents (and the Agents and each Lender may conclusively rely on such officer's certificate until it receives notice in writing from the Company).
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Company's Secretary's Certificate. A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (A) that attached thereto are correct and complete copies of the Organizational Documents of the Company and that such Organizational Documents are in full force and effect, (B) that attached thereto are correct and complete copies of the resolutions adopted by the managers of the Company authorizing the execution, delivery and performance of this Agreement, the other Transaction Agreements to which the Company is a party and the consummation of the Transactions, and that all such resolutions are in full force and effect, and (C) the names and signatures of the officers of the Company authorized to sign this Agreement and the Transaction Agreements to which the Company is a party;
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Company's Secretary's Certificate. The Company shall have delivered to Buyer a certificate of its secretary certifying that it has corporate authority to execute this Agreement and consummate the Contemplated Transactions.
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Company's Secretary's Certificate. A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of (a) the Company Charter Documents of the Company and each of its Subsidiaries (other than the Company Professional Associations), (b) good standings for the Company and each of its Subsidiaries (other than the Company Professional Associations) issued by the appropriate Governmental Authority of their respective jurisdictions of incorporation or organization and (c) the resolutions of the board of directors or other governing body of Seller and the resolutions of the board of directors of the Company authorizing the execution and performance of this Agreement and the consummation of the Contemplated Transactions.
Sample 1
Company's Secretary's Certificate. The Company shall have delivered to you a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Supplemental Indenture.
Sample 1
Company's Secretary's Certificate. The Company shall have delivered to the Purchasers a certificate of the Company in substantially the form attached hereto as EXHIBIT I-1, executed by the Secretary of the Company, dated as of the date of the Closing and attaching true and correct copies of the Company's (i) Restated Certificate, (ii) bylaws, (iii) a certification as to the effectiveness of the Merger, and (iv) resolutions adopted by the Board of Directors and stockholders authorizing this Agreement and the transactions contemplated hereby.
Sample 1
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Company's Secretary's Certificate. A certificate of the Secretary of the Company as to (i) no amendments or modifications to the Company's articles or certificate of incorporation or by-laws since May 24, 1996, and (ii) resolutions of the board of directors of the Company authorizing or ratifying the execution, delivery and performance of this Amendment and the Amended Note.
Sample 1

Related to Company's Secretary's Certificate

  • 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 Agreement and (ii) the Company’s organizational documents as then in effect.

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24, 2011 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as follows:

  • Secretary’s Certificate; Further Documentation Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of Parent Company shall have received a certificate executed for and on behalf of Parent by an officer of Parent to the effect that, as of the Closing, the conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(e) have been satisfied (the “Parent Certificate”).

  • Physician's Certificate When a female employee applies for pregnancy leave she must provide her supervisor with a certificate from her physician stating that she is pregnant and giving the estimated date of delivery at least two weeks prior to the date she plans to commence the leave. In the case of a female employee who stops working prior to the commencement of her scheduled leave because of a birth, still-birth or miscarriage that happens earlier than the employee was expected to give birth, that employee must, within two weeks of stopping work, give her supervisor: (a) written notice of the date the pregnancy leave began or is to begin, and (b) a certificate from a legally qualified medical practitioner that, (i) states the date of the birth, still-birth or miscarriage and the date the employee was expected to give birth. When a female employee resigns without notifying her supervisor that she is pregnant and she has not applied for pregnancy leave, but within two weeks following her resignation, provides her supervisor with a certificate from her physician stating she was unable to perform her job duties because of a medical condition arising from her pregnancy and giving the estimated or actual delivery date, she shall be entitled to pregnancy leave if it is requested.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

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