Resolutions; Secretary’s Certificates Sample Clauses

Resolutions; Secretary’s Certificates. The Board of Directors of the Company shall have adopted resolutions similar in form and substance to Exhibit C of the Purchase Agreement approving this Amendment. Upon execution of this Amendment, the Company shall deliver to the Buyer a secretary’s certificate executed by the Secretary of the Company, dated as of the date hereof, similar in form and substance to Exhibit D of the Purchase Agreement.
Sample 1
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Resolutions; Secretary’s Certificates. (a) U.S. Investor and U.S. Parent shall have delivered to Canadian Investor (A) copies of resolutions by which the corporate action on the part of U.S. Investor and U.S. Parent necessary to approve the applicable Transaction Documents and the transactions contemplated thereby was taken, (B) a certificate of the secretary or an assistant secretary of U.S. Investor and U.S. Parent dated the Closing Date certifying (i) 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and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded and are in full force and effect, (ii) the signature and office of each officer executing each Transaction Document executed by or on behalf of U.S. Investor and U.S. Parent and (iii) that attached thereto are true and complete copies of each Organizational Document of U.S. Investor and U.S. Parent and that such Organizational Documents constitute the only instruments and agreements under which each of U.S. Investor and U.S. Parent is organized or operating and (C) a long form good standing certificate dated as of a recent date for each of U.S. Investor and U.S. Parent and the Partnership issued by the Secretary of State of the state of Delaware, and, with respect to the Partnership, the certificate of limited partnership with respect thereto.
Sample 1
Resolutions; Secretary’s Certificates. U.S. Investor, U.S. Parent and Canadian Investor each shall have delivered to Credit Risk Bank (A) copies of resolutions by which the corporate action on the part of each of U.S. Investor, U.S. Parent and Canadian Investor necessary to approve the applicable Transaction Documents and the transactions contemplated thereby was taken, (B) a certificate of the secretary or an assistant secretary or director of each of U.S. Investor, U.S. Parent and Canadian Investor each dated the Closing Date certifying (i) 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 are in full force and effect, (ii) the signature and office of each officer executing each Transaction Document executed by or on behalf of each of U.S. Investor, U.S. Parent and Canadian Investor and (iii) that attached thereto are true and complete copies of each Organizational Document of each of U.S. Investor, U.S. Parent and Canadian Investor, as the case may be, and that such Organizational Documents constitute the only instruments and agreements under which each of U.S. Investor, U.S. Parent and Canadian Investor is organized or operating and (C) a long form good standing certificate dated as of a recent date for each of U.S. Investor, U.S. Parent and the Partnership issued by the Secretary of State of the state of Delaware, a certificate of compliance dated as of a recent date for Canadian Investor issued by Industry Canada and, with respect to the Partnership, the certificate of limited partnership with respect thereto.
Sample 1

Related to Resolutions; Secretary’s Certificates

  • 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, 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:

  • 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 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; 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.

  • 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:

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • 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;

  • 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:

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