Common use of Proof of Corporate Action Clause in Contracts

Proof of Corporate Action. The Vendors and the Company shall have received from the Purchaser copies, certified by a duly-authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (International Gold Corp.)

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Proof of Corporate Action. The Vendors and the Company Purchaser shall have received from the Purchaser copies, Company copies certified by a duly-authorized officer the Secretary thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreementeach of the Related Agreements to which the Company is a party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Public Service Co of Oklahoma)

Proof of Corporate Action. The Vendors and the Company Purchaser shall have received from the Purchaser Sellers copies, certified by a duly-duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate and shareholder action taken to authorize the execution, delivery and performance of this AgreementAgreement and each of the Transaction Agreements to which Tan or WGP is a party.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Fortune Brands Home & Security, Inc.)

Proof of Corporate Action. The Vendors and the Company Purchaser shall have received from the Purchaser Company and each Subsidiary copies, certified by a duly-duly authorized officer thereof to be true and complete as of the Closing Date, of the records resolutions of all corporate action taken the Board of Directors of each Subsidiary and the Board of Directors and (to authorize the extent required under applicable Law or the requirements of NASDAQ) the stockholders of the Company authorizing the Transactions and the execution, delivery and performance of this Agreement and the Registration Rights Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Churchill Environmental & Industrial Equity Partners Lp)

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Proof of Corporate Action. The Vendors and the Company Purchaser shall have received from the Purchaser Company copies, certified by a duly-authorized officer thereof thereto to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this AgreementAgreement and the transactions contemplated thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (International Gold Corp.)

Proof of Corporate Action. The Vendors and the Company Purchaser shall have received from the Purchaser copiesCorporation a copy, certified by a duly-duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Gold Bag, Inc.)

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