Parent and Merger Sub Secretary’s Certificate Sample Clauses

Parent and Merger Sub Secretary’s Certificate. The duly authorized and respective Secretaries of Parent and Merger Sub shall have delivered to Ucansi, certified copies of the Parent Articles, the Parent Bylaws, Merger Sub’s Certificate of Incorporation and resolutions adopted by (i) Parent’s board of directors on behalf of Parent and as the sole stockholder of Merger Sub and (ii) Merger Sub’s board of directors, in each case authorizing the Merger and the Contemplated Transactions contemplated hereby.
Sample 1
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Parent and Merger Sub Secretary’s Certificate. The duly authorized and respective Secretaries of Parent and Merger Sub shall have delivered to Kidville, certified copies of the Parent Certificate, the Parent By-laws, the Merger Sub Articles and resolutions adopted by Parent’s board of directors on behalf of Parent and as the sole stockholder of Merger Sub authorizing the Merger and the transactions contemplated hereby.
Sample 1
Parent and Merger Sub Secretary’s Certificate. The duly authorized secretary of Parent and a director of Merger Sub shall have delivered to Cellvine, certified copies of the Parent Certificate, the Parent By-laws, the Merger Sub Articles and resolutions adopted by Parent’s board of directors on behalf of Parent and as the sole shareholder of Merger Sub authorizing the Merger and the transactions contemplated hereby. The certified copy of the Parent Certificate must authorize a sufficient number of shares of Parent Common Stock to consummate the transaction contemplated herein, including but not limited to the Merger and Financing. The certified copy of the Parent By-laws to be delivered hereunder must be in the form of new by-laws identical to those set forth on Exhibit F.
Sample 1

Related to Parent and Merger Sub Secretary’s Certificate

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Merger Sub Compliance Parent shall cause Merger Sub to comply with all of Merger Sub’s obligations under or relating to this Agreement. Merger Sub shall not engage in any business which is not in connection with the merger of Merger Sub with and into the Company pursuant to this Agreement.

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