Common use of Merger Sub Secretary’s Certificate Clause in Contracts

Merger Sub Secretary’s Certificate. A certificate of the secretary of Merger Sub, dated as of the Closing Date, certifying as to: (i) the Certificate of Incorporation and Bylaws of Merger Sub as in effect as of the Closing Date, (ii) resolutions of Merger Sub’s Board of Directors and stockholder approving the Merger and authorizing the execution, delivery and performance of this Agreement and of all other Transaction Documents, and (iii) the incumbency of Merger Sub’s officers executing this Agreement and all other Transaction Documents.

Merger Sub Secretary’s Certificate. A Merger Sub shall have executed and delivered a certificate of the secretary of Merger Sub, dated as of the Closing Date, certifying as to: (i) the Certificate of Incorporation and Bylaws Secretary of Merger Sub as in effect as dated the Closing Date certifying a copy of resolutions of the Closing Date, (ii) resolutions board of directors of Merger Sub’s Board of Directors and stockholder approving the Merger and Sub authorizing the execution, delivery and performance of this Agreement the Transaction Documents and the Transactions, certified by the Secretary as being true and correct copies of all other Transaction Documents, and (iii) the incumbency of Merger Sub’s officers executing this Agreement and all other Transaction Documentsoriginals thereof subject to no modifications or amendments.