Parent Secretary’s Certificate. The duly authorized Secretary of Parent shall have delivered to Froptix certified copies of the Parent Certificate, the Parent By-laws, the Merger Sub I Certificate, the Merger Sub I LLC Agreement, the Merger Sub II Certificate and the Merger Sub II LLC Agreement and resolutions adopted by Parent’s board of directors on behalf of parent and as the sole member of each of Merger Sub I and Merger Sub II authorizing the Mergers and the transactions contemplated hereby.
Parent Secretary’s Certificate. A certificate of the secretary or an assistant secretary of the Parent, as to (i) resolutions of the Executive Committee of the Board of Directors of the Parent then in full force and effect authorizing the execution, delivery and performance of this Amendment and each other document described herein, and (ii) the incumbency and signatures of those officers of the Parent authorized to act with respect to this Amendment and each other document described herein.
Parent Secretary’s Certificate. A certificate of the secretary of Parent, dated as of the Closing Date, certifying as to:
Parent Secretary’s Certificate. Each Noteholder shall have received a certificate signed by the Secretary of the Parent, dated the Effective Date, certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of the Financing Documents to which the Parent is a party, substantially in the form set out in Exhibit 4.2(b).
Parent Secretary’s Certificate. The Parent shall have delivered to you a certificate, dated the Restatement Date, and executed by its Secretary or one of its Assistant Secretaries, substantially in the form set out in Exhibit 3.3(c), certifying that the following documents, which shall be attached thereto, are true and correct: (i) resolutions and other corporate proceedings relating to the authorization, execution and delivery of this Agreement (including the Parent Guaranty) and the other Financing Documents to which it is a party, (ii) a copy of the Parent's articles of incorporation and all amendments thereto, (iii) a copy of the Parent's by-laws and all amendments thereto, and (iv) a good standing certificate issued by the Secretary of State of the state of Delaware.
Parent Secretary’s Certificate. The duly authorized Secretary of Parent shall have delivered to Winston certified copies of the Parent Certificate, the Parent Bylaws, the Merger Sub Certificate and the Merger Sub Bylaws 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, and shall have certified the incumbency of all officers of Parent and Merger Sub executing this Agreement and any document executed and delivered in connection herewith.
Parent Secretary’s Certificate. The Secretary of Parent shall have executed and delivered a closing certificate to the Company in form and substance reasonably acceptable to the Company.
Parent Secretary’s Certificate. Parent shall have executed and delivered a certificate of the Secretary of Parent dated the Closing Date certifying a copy of resolutions of the board of directors of Parent authorizing the execution, delivery and performance of the Transaction Documents and the Transactions, certified by the Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments.
Parent Secretary’s Certificate. The Secretary of Parent shall have delivered to the Purchaser at the Closing a certificate and attached thereto resolutions of the Board of Directors of Parent adopting and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement and resolving to recommend in the Proxy Materials (as defined below) filed with the SEC as promptly as reasonably practicable following the date of this Agreement that the holders of shares of Parent’s capital stock authorize the transactions contemplated hereby.
Parent Secretary’s Certificate. The Parent 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 Contribution Agreement and the LLC Agreement, (ii) the good standing of the Parent in the State of Florida, (iii) the Parent’s organizational documents as then in effect, and (iv) the names, titles and true signatures of the officers of the Parent executing the Contribution Agreement and the LLC Agreement.
