Common use of Secretary Certificate Clause in Contracts

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 each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

Appears in 14 contracts

Samples: Share Purchase Agreement (MingZhu Logistics Holdings LTD), Share Purchase Agreement (MingZhu Logistics Holdings LTD), Share Exchange Agreement (Planet Green Holdings Corp.)

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Secretary Certificate. The Company shall have delivered to the Purchaser and the Parent 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 each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

Appears in 7 contracts

Samples: Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.)

Secretary Certificate. The Company Purchaser shall have delivered to the Purchaser Company a certificate from its secretary certifying as to (A) copies of the CompanyPurchaser’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the CompanyPurchaser’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, thereby and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company Purchaser is or is required to be a party or otherwise bound.

Appears in 6 contracts

Samples: Share Purchase Agreement (MingZhu Logistics Holdings LTD), Share Purchase Agreement (MingZhu Logistics Holdings LTD), Share Exchange Agreement (Planet Green Holdings Corp.)

Secretary Certificate. The Company shall have delivered to the Purchaser Enservco 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 each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, thereby and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

Appears in 2 contracts

Samples: Share Exchange Agreement (Star Equity Holdings, Inc.), Share Exchange Agreement (Enservco Corp)

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary executed by an executive officer of the Company certifying as to the validity and effectiveness of, and attaching, (A) copies a copy of the Company’s Organizational Documents as in effect as of the Closing DateDate (immediately prior to the Second Effective Time), (B) the requisite resolutions of the Company’s board of directors of the Company authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents Document to which it the Company is or is required to be a party or by which it is bound, and the consummation of the transactions contemplated hereby Second Merger and therebythe Contemplated Transactions, and recommending the approval and adoption of the same by the Company Stockholders, and (C) 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.

Appears in 1 contract

Samples: Business Combination Agreement (Quantum FinTech Acquisition Corp)

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Secretary Certificate. The Company shall have delivered to the Purchaser Lynx 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 each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, thereby and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

Appears in 1 contract

Samples: Share Exchange Agreement (Nxu, Inc.)

Secretary Certificate. The Company Purchaser shall have delivered to the Purchaser Company a certificate from its secretary or other executive officer certifying as to to, and attaching, (A) copies of the CompanyPurchaser’s Organizational Documents as in effect as of the First Closing Date, (B) the resolutions of the CompanyPurchaser’s board of directors and shareholders Manager authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and therebyTransactions, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company Purchaser is or is required to be a party or otherwise bound.

Appears in 1 contract

Samples: Stock Purchase Agreement (EKIMAS Corp)

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