Common use of COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE; GOOD STANDING CERTIFICATE Clause in Contracts

COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE; GOOD STANDING CERTIFICATE. The Company shall have delivered to such Purchaser a Compliance Certificate, executed by the President of the Company, dated the First Closing Date, to the effect that the conditions specified in Section 6.1(a) have been satisfied. The Company shall have delivered to such Purchaser a certificate executed by the Secretary of the Company, dated the First Closing Date, certifying as to the resolutions of the Board of Directors of the Company evidencing approval of the transactions contemplated by and from this Agreement and the Related Agreements and the authorization of the named officer or officers to execute and deliver this Agreement and the Related Agreements. The Company shall have delivered to such Purchaser certificates of the Secretary of State of the State of Delaware, dated a recent date, that the Company is in good standing.

Appears in 2 contracts

Samples: Recapitalization Agreement (Birch Telecom Inc /Mo), Recapitalization Agreement (Birch Telecom Inc /Mo)

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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE; GOOD STANDING CERTIFICATE. The Company shall have delivered to such Purchaser the Purchasers a Compliance Certificate, executed by the President of the Company, dated the First Closing Date, to the effect that the conditions specified in Section 6.1(a) have been satisfied. The Company shall have delivered to such Purchaser the Purchasers a certificate executed by the Secretary of the Company, dated the First Closing Date, certifying as to (i) the resolutions of the Board of Directors and stockholders of the Company evidencing approval of the transactions contemplated by and from this Agreement and the Related Agreements and the authorization of the named officer or officers to execute and deliver this Agreement and the Related AgreementsAgreements and (ii) certain of the officers of the Company, their titles and examples of their signatures. The Company shall have delivered to such Purchaser the Purchasers certificates of the Secretary of State of the State of Delaware, dated a recent date, that the Company is in good standing.

Appears in 1 contract

Samples: 1 (Birch Telecom Inc /Mo)

COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE; GOOD STANDING CERTIFICATE. The Company shall have delivered to such Purchaser a Compliance Certificate, executed by the President of the Company, dated the First such Closing Date, to the effect that the conditions specified in Section 6.1(a6.1(a)(i) have been satisfied. The Company shall have delivered to such the Purchaser a certificate executed by the Secretary of the Company, dated the First such Closing Date, certifying as to (i) the resolutions of the Board of Directors of the Company evidencing approval of the transactions contemplated by and from this Agreement and the Related Agreements and the authorization of the named officer or officers to execute and deliver this Agreement and the Related AgreementsAgreements and (ii) certain of the officers of the Company, their titles and examples of their signatures. The Company shall have delivered to such the Purchaser certificates of the Secretary of State of the State of Delaware, dated a recent date, that the Company is in good standing.

Appears in 1 contract

Samples: 1 (Birch Telecom Inc /Mo)

COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE; GOOD STANDING CERTIFICATE. The Company shall have delivered to such Purchaser the Purchasers a Compliance Certificate, executed by the President of the Company, dated the First such Closing Date, to the effect that the conditions specified in Section 6.1(a7.1(a)(i) have been satisfied. The Company shall have delivered to such Purchaser the Purchasers a certificate executed by the Secretary of the Company, dated the First such Closing Date, certifying as to (i) the resolutions of the Board of Directors of the Company evidencing approval of the transactions contemplated by and from this Agreement and the Related Agreements and the authorization of the named officer or officers to execute and deliver this Agreement and the Related AgreementsAgreements and (ii) certain of the officers of the Company, their titles and examples of their signatures. The Company shall have delivered to such Purchaser the Purchasers certificates of the Secretary of State of the State of Delaware, dated a recent date, that the Company is in good standing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Birch Telecom Inc /Mo)

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COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE; GOOD STANDING CERTIFICATE. The Company shall have delivered to such Purchaser a Compliance Certificate, executed 20 by the President of the Company, dated the First Closing Date, to the effect that the conditions specified in Section 6.1(a) have been satisfied. The Company shall have delivered to such the Purchaser a certificate executed by the Secretary of the Company, dated the such First Closing Date, certifying as to the resolutions of the Board of Directors of the Company and the stockholders of the Company evidencing approval of the transactions contemplated by and from this Agreement and the Related Agreements and the authorization of the named officer or officers to execute and deliver this Agreement and the Related Agreements. The Company shall have delivered to such the Purchaser certificates of the Secretary of State of the State of Delaware, dated a recent date, that the Company is in good standing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Birch Telecom Inc /Mo)

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