Officer’s and Secretary’s Certificates Sample Clauses

Officer’s and Secretary’s Certificates. The Buyers shall have received (i) an officer’s certificate from the Company, dated the Closing Date and signed by a duly authorized officer of the Company substantially in the form attached hereto as Exhibit G, pursuant to which such officer certifies that the conditions described in Sections 7.1(c) through 7.1(g) and this Section 7.3 with respect to the Company have been satisfied and (ii) a secretary’s certificate from the Company, dated as of the Closing Date and signed by its secretary, certifying as to the incumbent officers and due authorization of the Company and the organizational documents and good standing of each of the Company and its Subsidiaries, as well as setting forth the Company’s authorized, outstanding, fully subscribed and paid Common Stock after giving effect to the Series N Share Conversion. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.
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Officer’s and Secretary’s Certificates. The Chief Executive Officer and Chief Financial Officer of the Company shall have certified, as of the Effective Date, to the reasonable satisfaction of the Parent and the Purchaser, that the conditions to the Parent's and the Purchaser's obligations in Sections 8.1 and 8.2 have been satisfied on and as of the Effective Date. The Secretary or Assistance Secretary of the Company shall have certified, as of the Effective Date, to the reasonable satisfaction of the Parent and the Purchaser, as to (i) the Fourth Restated Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, (iii) the resolutions of the Company and its stockholders with respect to the Transactions, (iv) the incumbency of the officers executing each of the Transaction Documents on behalf of the Company and (v) the full legal name, address and number of shares of Company Common Stock held of record by each Stockholder and the full legal name, address, and number of shares of Company Common Stock issuable upon the exercise of Outstanding Options and Outstanding Warrants held by each holder of Company Stock Options and Company Warrants, as applicable.
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Officer’s and Secretary’s Certificates. The Chief Executive Officer and Chief Financial Officer of the Parent shall have certified, as of the Effective Date, to the reasonable satisfaction of the Company, that the conditions to the Company's obligations set forth in Sections 8.1 and 8.3 have been satisfied on and as of the Effective Date. The Secretary or Assistant Secretary of each of the Parent and the Purchaser shall have certified, as of the Effective Date, to the reasonable satisfaction of the Company, as to (i) the Articles of Incorporation of the Parent and the Purchaser, as applicable, (ii) the Bylaws of the Parent and the Purchaser, as applicable, (iii) the resolutions of the Parent and the Purchaser, as applicable, with respect to the Transactions, and (iv) the incumbency of the officers executing each of the Transaction Documents on behalf of the Parent and the Purchaser, as applicable.
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Officer’s and Secretary’s Certificates. Lender shall have received certificates dated the Initial Closing Date, signed by (1) the Chief Executive Officer or President, and (2) the principal financial or accounting officer of the Company on behalf of the Company confirming the matters set forth in paragraphs (i), (ii) and (iii) of this Section 8(a).
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Officer’s and Secretary’s Certificates. The Buyers shall have received (i) an officer’s certificate from the Company, dated the Closing Date and signed by a duly authorized officer of the Company substantially in the form attached hereto as Exhibit G, pursuant to which such officer certifies that the conditions described in Sections 7.1(c) through 7.1(g) and this Section 7.3 with respect to the Company have been satisfied and (ii) a secretary’s certificate from the Company, dated as of the Closing Date and signed by its secretary, certifying as to the incumbent officers and due authorization of the Company and the organizational documents and good standing of each of the Company and its Subsidiaries, as well as setting forth the Company’s authorized, outstanding, fully subscribed and paid Common Stock after giving effect to the Series N Share Conversion.
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Officer’s and Secretary’s Certificates. Each Seller shall have delivered to Premier and the Purchaser (i) a certificate, dated the Closing Date and executed by the President or any Vice President of such Seller, substantially in the form set forth in Exhibit B-1 hereto, and (ii) a certificate, dated the Closing Date and executed by the Secretary of such Seller, substantially in the form set forth in Exhibit B-2 hereto.
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Related to Officer’s and Secretary’s Certificates

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • Secretary’s Certificate The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

  • Secretary’s Certificate; Further Documentation Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

  • FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of , (the “Common Stock Purchase Agreement”), by and between DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as follows:

  • Chief Financial Officer’s Certificate The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B hereto.

  • Officers' and Compliance Certificates together with each delivery of financial statements of Lessee and its Subsidiaries pursuant to subdivisions (2) and (3) above after the Initial Borrowing Date, (a) an Officers' Certificate of Lessee stating that the signers have reviewed the terms of this Lease and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) above, a Compliance Certificate certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAP, whether such accounting firm obtained knowledge that any Default has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

  • Reports to Securityholders and Rating Agencies (a) At the expense of the Issuer, the Indenture Trustee shall provide to any Note Owner, and the Owner Trustee shall provide to any Certificateholder, who so requests in writing a copy of (i) any Servicer’s Certificate, (ii) any annual statement as to compliance described in Section 3.1l(a), (iii) any assessment of compliance and annual accountants’ report described in Section 3.12, (iv) any statement to Securityholders pursuant to Section 4.10, (v) the Trust Agreement, (vi) the Indenture or (vii) this Agreement (without Exhibits). In addition, such statements may be posted by the Indenture Trustee on its website at hxxx://xxx.xx.xxxxxxxxxx.xxx. The Indenture Trustee or the Owner Trustee, as applicable, may require such Securityholder or Note Owner to pay a reasonable sum to cover the cost of the Trustee’s complying with such request. (b) The Servicer shall forward to the Administrator a copy of each (i) Servicer’s Certificate, (ii) annual statement as to compliance described in Section 3.11(a), (iii) Officer’s Certificate of the Servicer described in Section 3.11(b), (iv) any assessment of compliance and annual accountants’ report pursuant to Section 3.12, (v) statement to Securityholders pursuant to Section 4.10 and (vi) other report it may receive pursuant to this Agreement, the Trust Agreement or the Indenture; and in the case of each of (i) through (vi), the Administrator shall make a copy available to each Rating Agency in accordance with Section 1.02(c) of the Administration Agreement.

  • Officers' Certificates and Opinions of Counsel; Statements to Be Contained Therein Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer of officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

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