Parent Secretary Certificate Sample Clauses

Parent Secretary Certificate. At the Closing, Company shall have received a duly executed certificate from the Secretary of Parent and Merger Sub with respect to: (a) the certificate of incorporation, as certified by the Secretary of State of Delaware as of a recent date, and bylaws of such entities, (b) resolutions of the board of directors of such entities with respect to the authorizations of this Agreement and the other agreements contemplated hereby, (c) a certificate of existence and good standing of such entities as of a recent date from the Secretary of State of Delaware and (d) the incumbency of the executing officers of such entities.

Parent Secretary Certificate. No later than five (5) Business Days following the Restatement Effective Date, the Administrative Agent shall have received an officer’s certificate of the Parent of the type described in Section 4.01(a)(iii).

Parent Secretary Certificate. Parent shall have delivered to Company and the Stockholders a certificate or certificates dated as of the Closing Date and signed on its behalf by its Secretary to the effect that: (i) (A) its Organizational Documents attached to the certificate is true and complete, (B) its Organizational Documents have been in full force and effect in the form attached since the date of the adoption of the resolutions referred to in clause (C) below and no amendment to such Organizational Documents has occurred since the date of the last amendment annexed thereto, (C) the resolutions of the board of directors authorizing the actions taken in connection with the Contemplated Transactions, were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout or by written consent, remain in full force and effect, and have not been amended, rescinded or modified; (ii) the officers or other individuals executing this Agreement and each of the Collateral Documents to which Parent is a party are incumbent officers or otherwise duly authorized to execute such agreements and documents on behalf of Parent and the specimen signatures on such certificate are their genuine signatures; and (iii) Parent is in good standing in the State of Delaware. The certificate referred to above in clause (iii) shall attach a subsistence certificate with respect to Parent certified by the Secretary of State of the State of Delaware, dated as of a date not more than five days prior to the Closing Date, and certificates of no tax liens with respect to the property and assets of Parent. Such certificate or certificates shall be in customary form and substance.

Parent Secretary Certificate. A certificate, dated the Closing Date, signed by the secretary of Parent certifying on behalf of Parent (i) that all actions by Parent required to authorize and approve the execution and delivery of this Agreement and the other Transaction Documents provided for herein, have been taken and setting forth copies of such actions and (ii) the accuracy of the specimen signature(s) of the officer(s) or other authorized representative(s) of Parent executing this Agreement and the other Transaction Documents; and

Parent Secretary Certificate. Parent shall have delivered to Malacca a certificate from a director of Parent certifying as to the validity and effectiveness of, and attaching, (A) the resolutions of its board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, and (B) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound.