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

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.

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 such Closing Date, to the effect that the conditions specified in Section 7.1(a)(i6.1(a)(i) have been satisfied. The Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company, dated as of the Purchase such Closing Date, certifying as to (xi) the resolutions of the Board evidencing approval of the transactions contemplated by and from this Agreement, the Warrant Agreement and the applicable Registration Rights Stockholders Agreement and the authorization of the named officer or officers to execute and deliver this Agreement, the Warrant Agreement and the applicable Registration Rights Stockholders Agreement and (yii) certain of the officers of the Company, their titles and examples of their signatures.

COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company ----------------------------------------------- shall have delivered to Purchaser the Investors 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)(i7.1(a) and Section 7.1(c) have been satisfied. The Company shall have delivered to Purchaser the Investors a certificate executed by the Secretary of the Company, dated as of the Purchase Closing Date, certifying as to (xi) the resolutions of the Board evidencing approval of the consummation of the transactions contemplated by this Agreement, the Warrant Agreement and the applicable Registration Rights Stockholders 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 Stockholders Agreement, (yii) certain of the officers of the Company, their titles and examples of their signaturessignatures and (iii) the resolution described in the last sentence of Section 7.1(d) above.

COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall ----------------------------------------------- shall have delivered to Purchaser the Investors a compliance certificate, executed by the Chief Executive Officer or the President of the Companyan authorized officer, dated as of the Purchase such Closing Date, to the effect that the conditions specified in Section 7.1(a)(i7.1(a) have been satisfied. The Company shall have -------------- delivered to Purchaser the Investors a certificate executed by the Secretary of the Company, dated as of the Purchase such Closing Date, certifying as to (xi) the resolutions of the Board evidencing approval of the consummation of the transactions contemplated by this Agreement, the Warrant Agreement and the applicable Registration Rights Stockholders Agreement and the authorization of the named officer or officers to execute and deliver this Agreement, the Warrant Agreement and the applicable Registration Rights Stockholders Agreement and (yii) certain of the officers of the Company, their titles and examples of their signatures.