Purchaser’s Secretary’s Certificate Sample Clauses

Purchaser’s Secretary’s Certificate. A certificate of the duly appointed Secretary of Purchaser certifying (A) the resolutions of Purchaser’s Board of Directors approving the Transactions; (B) the certificate of incorporation of Purchaser in force as of the Closing Date; (C) the bylaws of Purchaser in force as of the Closing Date and (D) the incumbencies of Purchaser’s signatories as may be reasonably requested by the Sellers’ Representative;
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Purchaser’s Secretary’s Certificate. Purchaser shall have furnished to Target (i) copies of the text of the resolutions by which the corporate action on the part of Purchaser and Acquisition necessary to approve this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby were taken, (ii) a certificate dated as of the Effective Date executed on behalf of Purchaser by its corporate secretary or one of its assistant corporate secretaries certifying to Target that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded and (iii) an incumbency certificate dated as of the Effective Date executed on behalf of each of Purchaser and Acquisition by its corporate secretary or one of its assistant corporate secretaries certifying the signature and office of each officer of Purchaser or Acquisition executing this Agreement, the Plan of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Purchaser or Acquisition, as the case may be.
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Purchaser’s Secretary’s Certificate. Seller shall have received from Purchaser, in form and substance reasonably satisfactory to Seller and its counsel, a certificate, dated the Closing Date, of the Secretary or an Assistant Secretary of Purchaser, (i) certifying all documents evidencing the corporate actions of Purchaser authorizing the transactions contemplated hereby and the execution, delivery and performance by Purchaser of this Agreement and the documents contemplated hereby, (ii) certifying the Certificate of Incorporation and Bylaws of Purchaser and (iii) containing an incumbency certificate regarding the officers authorized to sign this Agreement and the other documents contemplated hereby.
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Purchaser’s Secretary’s Certificate. A Secretary’s or Assistant Secretary’s Certificate of Purchaser, dated as of the Closing Date, attaching organizational documents and resolutions authorizing this Agreement and the Transaction;
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Purchaser’s Secretary’s Certificate. Seller shall have received a certificate, dated as of the Closing, of an authorized representative of Purchaser with respect to: (a) the resolutions of the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which Purchaser is a party and the performance by Purchaser of the transactions contemplated hereby and thereby; and (b) the incumbency of each officer of Purchaser executing this Agreement and the Ancillary Agreements to which Purchaser is a party.
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Related to Purchaser’s Secretary’s Certificate

  • Secretary’s Certificate The Company 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 Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

  • 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.

  • FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of , (the “Common Stock Purchase Agreement”), by and between DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies 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.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Certificate of Selling Stockholders A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of each Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

  • CUSTODIAN’S CERTIFICATE State Street Bank and Trust Company, as custodian for the Acquired Fund (the "Custodian"), shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, cash, and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

  • Physician's Certificate When a female employee applies for pregnancy leave she must provide her supervisor with a certificate from her physician stating that she is pregnant and giving the estimated date of delivery at least two weeks prior to the date she plans to commence the leave. In the case of a female employee who stops working prior to the commencement of her scheduled leave because of a birth, still-birth or miscarriage that happens earlier than the employee was expected to give birth, that employee must, within two weeks of stopping work, give her supervisor: (a) written notice of the date the pregnancy leave began or is to begin, and (b) a certificate from a legally qualified medical practitioner that, (i) states the date of the birth, still-birth or miscarriage and the date the employee was expected to give birth. When a female employee resigns without notifying her supervisor that she is pregnant and she has not applied for pregnancy leave, but within two weeks following her resignation, provides her supervisor with a certificate from her physician stating she was unable to perform her job duties because of a medical condition arising from her pregnancy and giving the estimated or actual delivery date, she shall be entitled to pregnancy leave if it is requested.

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