Secretaries' Certificates. Parent shall have furnished to the Company (i) copies of the text of the resolutions by which the corporate action on the part of Parent necessary to approve this Agreement, the Company Stockholder Voting Agreement and the transactions contemplated hereby and thereby were taken; (ii) certificates dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying to the Company 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and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (iii) copies of the certificate of incorporate and by-laws of Parent certified on behalf of Parent by its corporate secretary; (iv) a certificate of good standing for Parent dated no earlier than ten days prior to the Closing Date and (v) incumbency certificates dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer executing this Agreement, the Company Stockholder Voting Agreement or any other agreement, certificate or other instrument executed pursuant hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)
Secretaries' Certificates. Parent The Company shall have furnished to the Company Parent (i) copies of the text of the resolutions by which the corporate action on the part of Parent the Company necessary to approve this Agreement, the Company Parent Stockholder Voting Agreement and the transactions contemplated hereby and thereby were taken; (ii) certificates dated as of the Closing Date executed on behalf of Parent the Company by its corporate secretary certifying to the Company Parent 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and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (iii) copies of the certificate of incorporate Company Charter and by-laws of Parent the Company certified on behalf of Parent the Company by its corporate secretary; (iv) a certificate of good standing for Parent the Company dated no earlier than ten days prior to the Closing Date and (v) incumbency certificates dated as of the Closing Date executed on behalf of Parent the Company by its corporate secretary certifying the signature and office of each officer executing this Agreement, the Company Parent Stockholder Voting Agreement or any other agreement, certificate or other instrument executed pursuant hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whitman Corp/New/), Agreement and Plan of Merger (Delta Beverage Group Inc)
