Resolutions of Seller. A true and complete copy, certified by the Secretary of Seller, of the resolutions duly and validly adopted by the stockholders and board of directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Printonthenet Com Inc), Asset Purchase Agreement (Printonthenet Com Inc)
Resolutions of Seller. A Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the stockholders and board of directors of Seller evidencing its authorization of the execution and delivery of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby;by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Combinatorx, Inc), Asset Purchase Agreement (Combinatorx, Inc)
Resolutions of Seller. A Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the stockholders and board Board of directors Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions of Seller. A Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller and, if required, the stockholders and board of directors of Seller evidencing its the authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions of Seller. A Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the stockholders and board Board of directors Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and
Appears in 1 contract
Resolutions of Seller. A true and complete copycopy of the resolutions of Seller by which the execution, delivery and performance of this Agreement and Seller's Closing Documents were authorized, and a list of Seller's officers (and their titles) incumbent as of the date hereof, each certified by the Secretary or Assistant Secretary of Seller, Seller as of the resolutions duly date hereof, and validly adopted by the stockholders all other certificates, consents, approvals and board of directors of Seller evidencing its authorization of the execution and delivery of documentary evidence, if any, required to be delivered pursuant to this Agreement and the consummation of the transactions contemplated hereby;Agreement; and
Appears in 1 contract
Samples: Separation and Distribution Agreement (Arthur Treachers Inc /De/)
Resolutions of Seller. A Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the stockholders and board of directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;Board of
Appears in 1 contract