Common use of Secretary Certificate Clause in Contracts

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 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 (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.

Secretary Certificate. The Company shall have delivered to the Purchaser Buyer a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (Ai) copies of the Company’s Organizational Governing Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (Bii) 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 thereby, and recommending the approval and adoption of the same by the Company Stockholders, (iii) the Company Stockholder Consent and (Civ) 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.

Secretary Certificate. The Company Buyer shall have delivered to the Purchaser Company a certificate executed by the CompanyXxxxx’s secretary certifying as to the validity and effectiveness of, and attaching, (Ai) copies of the CompanyBuyer’s Organizational Governing Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (Bii) the requisite resolutions of the CompanyBuyer’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company Buyer is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby thereby, and (Civ) the incumbency of officers of the Company Buyer authorized to execute this Agreement or any Ancillary Document to which the Company Buyer is or is required to be a party or otherwise bound.

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), Closing) and (B) the requisite resolutions of the Company’s board of directors managers 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 Contribution and the other transactions contemplated hereby and thereby 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 boundthereby.

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, (Ai) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (Bii) 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 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 and (Ciii) evidence that the incumbency of officers of the Required Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise boundStockholder Approval has been obtained.

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 TimeClosing), (B) the requisite resolutions of the Company’s board of directors managers 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 Contribution and the other transactions contemplated hereby and thereby thereby, 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.

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 thereby, and recommending the approval and adoption of the same by the Company Stockholders, and (C) evidence that the incumbency of officers of the Required Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise boundStockholder Approval has been obtained.

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 TimeClosing), (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 Share Exchange and the other transactions contemplated hereby and thereby thereby, 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.