COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE Sample Clauses

COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company ----------------------------------------------- shall have delivered to Purchaser a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated as of the Purchase Closing Date, to the effect that the conditions specified in Section 7.1(a)(i) have been satisfied. The Company shall have delivered to Purchaser a certificate executed by the Secretary of the Company, dated as of the Purchase Closing Date, certifying as to (x) the resolutions of the Board evidencing approval of the transactions contemplated by this Agreement, the Warrant Agreement and the applicable Registration Rights Agreement and the authorization of the named officer or officers to execute and deliver this Agreement, the Warrant Agreement and the applicable Registration Rights Agreement and (y) certain of the officers of the Company, their titles and examples of their signatures.
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to the Purchaser a compliance certificate, executed by the Chairman of the Board of Directors and the Chief Executive Officer President of the Company, dated the Closing Date, to the effect that the conditions specified in Section 6.1(a)(i) have been satisfied. The Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company, dated the Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the transactions contemplated by and from this Agreement and the authorization of the named officer or officers to execute and deliver this Agreement and (ii) certain of the officers of the Company, their titles and examples of their signatures.
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President of the Company, dated the date of the applicable Closing, to the effect that the conditions specified in subsections (a), (c), (d), (e) and (g) of this Section 5.2 have been satisfied. The Company shall have delivered to the Purchasers copies of each of the following, in each case certified by the Secretary of the Company to be in full force and effect on the applicable Closing Date:
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to Purchaser a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated the Closing Date, to the effect that the conditions specified in this Section 6.1 have been satisfied (or waived by the Purchasers in accordance with Section 8.9). The Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company, dated the Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the transactions contemplated by the Transaction Documents and the
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The President of the Company shall deliver to each Investor purchasing shares at the Second Closing a certificate certifying that the conditions specified in paragraphs 5.1, 5.2, 5.4, 5.6 and 5.11 have been fulfilled. The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the date of the Second Closing, certifying the Board of Directors and stockholder resolutions approving this Agreement and the other agreements to which the Company is a party as indicated herein, and the issuance of the Series B Preferred Stock, the reservation of the underlying Common Stock and certifying the current versions of the Company's Amended and Restated Certificate of Incorporation and Bylaws.
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall have delivered to NBC a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated the Closing Date, to the effect that the conditions specified in this Section 5.1 have been satisfied (or waived by NBC in accordance with Section 6.9). The Company shall have delivered to NBC a certificate executed by the Secretary of the Company, dated the Closing Date, certifying as to (i) the resolutions of the Board evidencing approval of the transactions contemplated by and from this Agreement, the Warrant and the Restated Rights Agreement and the authorization of the named officer or officers to execute and deliver this Agreement, the Warrant and the Restated Rights Agreement and (ii) certain of the officers of the Company, their titles and examples of their signatures.
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. 21 Section 5.04 Qualifications 21 Section 5.05 Opinions of Company Counsel 21 Section 5.06 Registration Rights Agreement 21 ARTICLE VI MISCELLANEOUS Section 6.01 Use of Proceeds 22 Section 6.02 Interpretation; Severability 22 Section 6.03 Survival of Representations and Warranties 22
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The President or the Chief Financial Officer of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Sections 5.01, 5.02 and 5.04 have been fulfilled. The corporate secretary of the Company shall deliver to the Purchasers at the Closing a certificate certifying to the organizational documents, resolutions, incumbency, good standing and other customary matters.
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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company ----------------------------------------------- shall have delivered to Liberty Digital a compliance certificate, executed by the Chief Executive Officer or the President of the Company, dated as of the Purchase Closing Date, to the effect that the conditions specified in Section 7.1(c)(i) have been satisfied. The Company shall have delivered to Liberty Digital a certificate executed by the Secretary of the Company, dated as of the Purchase Closing Date, certifying as to (x) the resolutions of the Board evidencing approval of the transactions contemplated by this Agreement and the applicable Registration Rights Agreement and the authorization of the named officer or officers to execute and deliver this Agreement and the applicable Registration Rights Agreement and (y) certain of the officers of the Company, their titles and examples of their signatures.
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Related to COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Secretary’s Certificate At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

  • 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 Compliance Certificate For the fiscal quarter ended , 20 . I, , [Title] of SILICON LABORATORIES INC. (the “Borrower”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of July 31, 2012 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrower, the Guarantors, the Lenders and Wxxxx Fargo Bank, National Association (successor to Bank of America, N.A., the original administrative agent), as the Administrative Agent: The company-prepared financial statements which accompany this certificate are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis, except as otherwise expressly noted therein, subject to the absence of footnotes and to normal year-end audit adjustments. As of the date hereof, no Default or Event of Default has occurred and is continuing under the Credit Agreement. (select one): ¨ Attached hereto are such supplements to Schedules 6.13 (Subsidiaries), 6.20(a) (Locations of Real Property), 6.20(b) (Locations of Tangible Personal Property), 6.20(c) (Location of Chief Executive Office, Taxpayer Identification Number, Etc.), and 6.20(d) (Changes in Legal Name, State of Formation and Structure) of the Credit Agreement, such that, as supplemented, such Schedules are accurate and complete as of the date hereof. ¨ No such supplements are required at this time. Delivered herewith are (i) detailed calculations demonstrating compliance by the Loan Parties with the financial covenants contained in Section 8.11 of the Credit Agreement as of the end of the fiscal period referred to above and (ii) detailed calculations demonstrating the Consolidated Leverage Ratio as of the end of the fiscal period referred to above to determine the Applicable Rate. This day of , 20 . SILICON LABORATORIES INC. By: Name: Title: Attachment to Officer’s Certificate Computation of Financial Covenants

  • TO COMPLIANCE CERTIFICATE This Attachment No. 1 is attached to and made a part of a Compliance Certificate dated as of ____________, ____ and pertains to the period from ____________, ____ to ____________, ____. Subsection references herein relate to subsections of the Credit Agreement.

  • 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.

  • Compliance Certificate (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

  • Exhibit B (Compliance Certificate) The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Schedule 1 attached hereto.

  • Compliance Certificates The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an officer’s certificate stating whether or not the signers know of any Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe any such Event of Default and its status.

  • Covenant Compliance Certificate The Borrower shall, contemporaneously with the furnishing of the financial statements pursuant to Section 8.8, deliver to the Bank a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by an appropriate officer of the Borrower, containing a computation of each of the financial covenants set forth in Section 10 and stating that the Borrower has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such Event of Default or Unmatured Event of Default describing it and the steps, if any, being taken to cure it.

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