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. 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. A certificate of the secretary of Parent, dated as of the Closing Date, certifying as to:
(i) the Parent Certificate of Incorporation and Parent’s Bylaws as in effect as of the Closing Date, (ii) resolutions of Parent’s Board of Directors approving the Merger and authorizing the execution, delivery and performance of this Agreement and of all other Transaction Documents, including the requisite amendments to Parent’s Certificate of Incorporation; and
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. A certificate of the secretary of Parent, duly executed and dated as of the Closing Date, attaching and certifying as to (i) true, correct and complete copies of the Organizational Documents of Parent and the Parent Subsidiaries, including the Parent Certificate of Incorporation and bylaws, in each case, as in effect as of the Closing Date, (ii) resolutions of the Parent’s Board authorizing the execution, delivery and performance of this Agreement and of all other Transaction Documents, including the requisite amendments to Parent’s Certificate of Incorporation, and authorizing and approving the transactions contemplated herein and therein, including the Merger, (iii) the Parent Stockholder Approval and (iv) the incumbency of Parent’s officers executing this Agreement and all other Transaction Documents.
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. 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. On the Closing Date, Parent shall have delivered to the Company and the Equityholders’ Representative a certificate of the corporate secretary of Parent with respect to: (i) the incumbent officers of Parent; (ii) the resolutions of the board of directors of Parent approving the Merger and other transactions contemplated hereby; and (iii) the current organizational documents of Parent (including its certificate of incorporation and by-laws).
Parent Secretary’s Certificate. A copy of Parent’s certificate of incorporation and by-laws, each as amended and/or restated, and resolutions duly adopted by its board of directors authorizing this Agreement, the Parent Guaranty (as hereinafter defined), the Warrant and the transactions contemplated hereby and thereby, as certified by the duly authorized Secretary of Parent, together with a good standing certificate of Parent from its state of formation and from each state in which it is required to be authorized to do business.
