PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. Parent shall have received a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to Parent, as to the authenticity and effectiveness of the actions of the Board of Directors and shareholders of the Company authorizing the Merger and the transactions contemplated by this Agreement and the other Operative Documents. Copies of the Company's Articles of Incorporation, certified by the California Secretary of State, and Bylaws, certified by the Secretary of the Company, shall be attached to such certificate.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. PPDA shall have delivered a Certificate of the Secretary of PPDA, in form and substance satisfactory to the Company, as to the authenticity and effectiveness of the actions of the Board of Directors of the Purchaser and the Board of Directors of PPDA authorizing the transactions contemplated by this Agreement, and as to PPDA’s and the Purchaser’s charter documents and such other documents as are reasonably specified by the Company’s counsel.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. All corporate and other proceedings in connection with the transactions contemplated hereby and by the Related Documents, and all documents and instruments incident to such transactions, shall have been approved by PPDA’s counsel, and PPDA shall have received a certificate of the Secretary of the Company, in form and substance satisfactory to PPDA, as to the authenticity and effectiveness of the actions of the Board of Directors and the Shareholders of the Company authorizing the Merger and the transactions contemplated by this Agreement and the Related Documents, and such other documents as are specified by PPDA’s counsel.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall have been approved by counsel to the Company and the Shareholders and the Company and the Shareholders shall have received a certificate of the Secretary of Buyer, as to the authenticity and effectiveness of the actions of the Board of Directors of Buyer authorizing the purchase of the Shares and the other transactions contemplated by this Agreement and the other Transaction Documents to which Buyer is a party, and such other documents as are reasonably specified by counsel to the Company and the Shareholders.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. Acquiror shall have received a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to Acquiror, certifying, representing and warranting as to the authenticity and effectiveness of the actions of the Board of Directors of the Company and the Stockholders and the authorization by the Company of the Merger and the other Contemplated Transactions, and as to the accuracy and completeness of the copies of (a) the Company Certificate of Incorporation, certified by the Delaware Secretary, (b) the Company Bylaws, (c) the resolutions of the Board of Directors of the Company relating to the Contemplated Transactions and (d) the Stockholder Consent, attached to such certificate.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. The Company shall have received a certificate of the Secretary of each of Acquiror and Merger Sub, in form and substance reasonably satisfactory to the Company, certifying, representing and warranting as to the authenticity and effectiveness of the actions of the Board of Directors of each of Acquiror and Merger Sub and of the sole stockholder of Merger Sub and the authorization by Acquiror and Merger Sub of the Merger and the Contemplated Transactions. Copies of the resolutions of the Board of Directors of each of Acquiror and Merger Sub, and the sole stockholder of Merger Sub, relating to the Contemplated Transactions shall be attached to such certificate.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. XxxxXxx.xxx shall have received a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to XxxxXxx.xxx, as to the authenticity and effectiveness of the actions of the Board of Directors of the Company and the stockholders authorizing the Merger and the transactions contemplated by this Agreement and the Operative Documents. Copies of (a) the Company's Articles of Incorporation, certified by the Nevada Secretary, (b) the Company's Bylaws, certified by the Secretary of the Company, and (c) the resolutions of the Board of Directors of the Company and the stockholders relating to the transactions contemplated by this Agreement and the Operative Documents shall be attached to such certificate.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. All corporate and other proceedings in connection with the transactions contemplated hereby and by the other Operative Documents, and all documents and instruments incident to such transactions, shall have been approved by Amazxx.xxx'x xounsel. Amazxx.xxx xxxll have received a certificate of the Secretary of the Company, in form and substance satisfactory to Amazxx.xxx, xx to the authenticity and effectiveness of the actions of the Board of Directors and shareholders of the Company authorizing the Merger, the transactions contemplated by this Agreement and the other Operative Documents, copies of the Company's Articles of Incorporation, certified by the California Secretary of State, and Bylaws, certified by the Secretary of the Company, shall be attached to such certificate.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. The Shareholders shall have received a certificate of the Secretary of N2H2, in form and substance reasonably satisfactory to the Shareholders, as to the authenticity and effectiveness of the actions of the Board of Directors of N2H2 authorizing the Acquisition and the transactions contemplated by this Agreement and the other Operative Documents.
PROCEEDINGS AND DOCUMENTS; SECRETARY'S CERTIFICATE. All corporate and other proceedings in connection with the transactions contemplated hereby and by any other agreement, and all documents and instruments incident to such transactions, shall have been approved by Biokeys' counsel. Biokeys shall have received a certificate of the Secretary of BioQuest, in form and substance satisfactory to Biokeys, as to the authenticity and effectiveness of the actions of the Board of Directors and shareholders of BioQuest authorizing the Merger, the transactions contemplated by this Agreement and the other agreements, and copies of BioQuest's Articles of Incorporation, certified by the Delaware Secretary of State, and Bylaws, certified by the Secretary of BioQuest, shall be attached to such certificate.
