Common use of Corporate Certificate Clause in Contracts

Corporate Certificate. The Shareholders shall have delivered to the AVS Companies (i) copies of the articles of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, (ii) copies of resolutions adopted by the Board of Directors and Shareholders of the Company authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing of the Company issued by the Secretary of State of the State of Arkansas as of a date not more than ten days prior to the Effective Date, certified in the case of subsections (i) and (ii) of this Section as of the Effective Date by the Secretary of the Company as being true, correct and complete.

Appears in 1 contract

Samples: Merger Agreement (Aviation Sales Co)

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Corporate Certificate. The Shareholders and the Principals shall have delivered to the AVS United Companies (ia) copies of the articles of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, (iib) copies of resolutions adopted by the Board of Directors and Shareholders of the Company authorizing the transactions contemplated by this Agreement, and (iiic) a certificate of good standing of the Company issued by the Secretary Secretaries of State of the State States of Arkansas Arizona and Michigan as of a date not more than ten 10 days prior to the Effective Date, certified in the case of subsections clauses (ia) and (iib) of this Section as of the Effective Date by the Secretary of the Company as being true, correct and complete.

Appears in 1 contract

Samples: Merger Agreement (United Road Services Inc)

Corporate Certificate. The Shareholders shall have delivered to the AVS --------------------- United Companies (i) copies of the articles of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, (ii) copies of resolutions adopted by the Board of Directors and Shareholders of the Company authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing of the Company issued by the Secretary of State of the State of Arkansas Illinois as of a date not more than ten (10) days prior to the Effective Date, certified in the case of subsections (i) and (ii) of this Section as of the Effective Date by the Secretary of the Company as being true, correct and complete.

Appears in 1 contract

Samples: Merger Agreement (United Road Services Inc)

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Corporate Certificate. The Shareholders shall have delivered to the AVS USE Companies (i) copies of the articles of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, (ii) copies of resolutions adopted by the Board of Directors and Shareholders of the Company authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing of the Company issued by the Secretary of State of the State of Arkansas Indiana as of a date not more than ten days prior to the Effective Date, certified in the case of subsections (i) and (ii) of this Section as of the Effective Date by the Secretary of the Company as being true, correct and complete.

Appears in 1 contract

Samples: Merger Agreement (U S Energy Systems Inc)

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