Common use of FORM OF SECRETARY’S CERTIFICATE Clause in Contracts

FORM OF SECRETARY’S CERTIFICATE. [Closing Date] The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc., a Nevada corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharma, a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”), by Company, to fulfill the requirement under the Common Stock Purchase Agreement, dated as of September 12, 2011, between Purchaser and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Execution Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Uluru Inc.), Common Stock Purchase Agreement (Uluru Inc.)

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FORM OF SECRETARY’S CERTIFICATE. [Closing Date] The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc., a Nevada corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharmaIII, LLC, a division of Ironridge Global IV, Ltd., a British Virgin Islands business Delaware limited liability company (“Purchaser”), by Company, to fulfill the requirement under the Common Preferred Stock Purchase Agreement, dated as of September 12, 2011, between Purchaser and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate Articles of Incorporation of Company, as in effect on the Execution Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Uluru Inc.), Preferred Stock Purchase Agreement (Uluru Inc.)

FORM OF SECRETARY’S CERTIFICATE. [Closing Date] March 4, 2014 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc.NewLead Holdings Ltd., a Nevada corporation Bermuda company (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharma, a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“PurchaserSubscriber”), by Company, to fulfill the requirement under the Common Stock Purchase Share Subscription Agreement, dated as of September 12March 4, 20112014, between Purchaser Subscriber and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation and the Memorandum of Association of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws Bye-laws of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 1 contract

Samples: Share Subscription Agreement (NewLead Holdings Ltd.)

FORM OF SECRETARY’S CERTIFICATE. [Closing Date] August 26, 2013 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc.PositiveID Corporation, a Nevada Delaware corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharma, a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”), by Company, to fulfill the requirement under the Common Stock Purchase Agreement, dated as of September 12August 20, 20112013, between Purchaser and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Execution Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (POSITIVEID Corp)

FORM OF SECRETARY’S CERTIFICATE. [Closing Date] April 1, 2014 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Ascent Solar Technologies, Inc., a Nevada Delaware corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharmaTechnology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”), by Company, to fulfill the requirement under the Common Stock Purchase Agreement, dated as of September 12April 1, 20112014, between Purchaser and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ascent Solar Technologies, Inc.)

FORM OF SECRETARY’S CERTIFICATE. [Closing Date] October 9, 2018 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Immune Pharmaceuticals Inc., a Nevada Delaware corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharma, a division of Ironridge Global IV, Ltd., a British Virgin Islands business company ____________________ (“PurchaserInvestor”), by Company, to fulfill the requirement under the Common Stock Securities Purchase Agreement, dated as of September 12October 9, 20112018, between Purchaser Investor and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Debenture, the Conversion Shares, the other Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Immune Pharmaceuticals Inc)

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FORM OF SECRETARY’S CERTIFICATE. [Closing Date] April 20, 2012 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc.East Coast Diversified Corporation, a Nevada corporation (the "Company''). This Secretary’s 's Certificate (“Certificate”) is being delivered to Ironridge Global BioPharmalronridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company ("Purchaser"), by Company, to fulfill the requirement under the Common Preferred Stock Purchase Agreement, dated as of September 12April 20, 20112012, between Purchaser and Company ("Agreement''). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Agreement Attached hereto as Exhibit "A" is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit "B" is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Effective Date. Attached hereto as Exhibit “C”' is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (East Coast Diversified Corp)

FORM OF SECRETARY’S CERTIFICATE. [Closing Date] The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc.PositiveID Corporation, a Nevada Delaware corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharmaTechnology, a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”), by Company, to fulfill the requirement under the Common Stock Purchase Agreement, dated as of September 12July 27, 2011, between Purchaser and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Execution Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (POSITIVEID Corp)

FORM OF SECRETARY’S CERTIFICATE. [Closing Date] The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc.PositiveID Corporation, a Nevada Delaware corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global BioPharmaIII, LLC, a division of Ironridge Global IV, Ltd., a British Virgin Islands business Delaware limited liability company (“Purchaser”), by Company, to fulfill the requirement under the Common Preferred Stock Purchase Agreement, dated as of September 12July 27, 2011, between Purchaser and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Execution Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (POSITIVEID Corp)

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