Parent’s Secretary’s Certificate Sample Clauses

Parent’s Secretary’s Certificate. Parent shall have delivered to the Company a certificate of the secretary or other duly authorized officer of Parent, certifying as to (i) the articles of incorporation of Parent, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Nevada, (ii) the certificate of incorporation of Merger Sub, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Delaware, (iii) the articles of incorporation of Name Change Merger Sub, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Nevada, (iv) the Parent Restated Bylaws, (v) the bylaws of Merger Sub, (vi) the bylaws of Name Change Merger Sub, (vii) the Parent and Merger Sub Resolutions, and (viii) the Name Change Merger Sub Resolutions, each as in effect at the Closing.
Sample 1
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Parent’s Secretary’s Certificate. Parent shall have delivered to the Company a certificate of the secretary or other duly authorized officer of Parent, certifying as to (i) the certificate of incorporation of Parent, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Delaware, (ii) the certificate of incorporation of Merger Sub, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Delaware, (iii) the bylaws of Parent, (iv) the bylaws of Merger Sub and (v) the Parent and Merger Sub Resolutions, each as in effect at the Closing.
Sample 1
Parent’s Secretary’s Certificate. Parent shall have delivered to the Company a certificate of the secretary or other duly authorized officer of Parent, certifying as to (i) the Parent Certificate of Incorporation, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Delaware, (ii) the certificate of incorporation of Merger Sub, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Delaware, (iii) the Parent Bylaws, (iv) the bylaws of Merger Sub, (v) the Parent and Merger Sub Resolutions, (vi) the certificate of incorporation of Name Change Merger Sub, certified as of a date within 10 days of the Closing Date, by the Secretary of State of Delaware, (vii) the bylaws of Name Change Merger Sub, and (viii) the Name Change Merger Sub Resolutions, each as in effect at the Closing.
Sample 1
Parent’s Secretary’s Certificate. A certificate of the Secretary of Parent, given on behalf of Parent, and not in an individual capacity certifying as to (i) the bylaws of Parent; and (ii) resolutions duly adopted by Parent, authorizing the execution and delivery of this Agreement by Parent and the performance by Parent of the transactions contemplated hereby.
Sample 1
Parent’s Secretary’s Certificate. The Agent shall have received a certificate of the Secretary or Assistant Secretary of Parent dated as of the date hereof (i) certifying as to the incumbency and signature of the officer or officers of Parent executing this Amendment No. 1 and any certificate or other documents to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary, (ii) attaching a copy of the resolutions of the Board of Directors or equivalent governing body of Parent authorizing the execution, delivery and performance of this Amendment No. 1 and the Credit Agreement as amended hereby, (iii) attaching a copy of the Certificate of Incorporation of Parent certified by the Secretary of State of the State of Delaware, (iv) attaching a copy of the Bylaws of Parent and (v) attaching a copy of a certificate of good standing for Parent issued by the Secretary of State of the State of Delaware.
Sample 1

Related to Parent’s Secretary’s Certificate

  • Secretary’s Certificate At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

  • 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 of the Company The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

  • 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.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and the adoption of the Surviving Corporation Organizational Documents, and recommending the approval and adoption of the same by the Company Stockholders at a duly called meeting of stockholders, (C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

  • Certificate of Parent The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

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