Common use of Secretary Certificates Clause in Contracts

Secretary Certificates. MICT shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of MICT’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of MICT’s board of directors authorizing and approving 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 MICT or Merger Sub is or is required to be a party or otherwise bound. Merger Sub shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of Merger Sub’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of Merger Sub’s board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger 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 Merger Sub is or is required to be a party or otherwise bound.

Secretary Certificates. MICT (i) Purchaser shall have delivered to Intermediate received a certificate from its secretary or other executive officer the Company, dated as the Closing Date, signed by the Secretary of the Company in such capacity, certifying as toto the validity and effectiveness of, and attaching, (A) copies of MICT’s its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time)Date, (B) the requisite resolutions of MICT’s its board of directors authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents Document to which it is or is required to be a party or by which it is bound, and the consummation of the transactions contemplated hereby and therebyTransactions, (C) evidence that the Company Shareholder has consented to the Transactions, and (CD) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which MICT or Merger Sub the Company is or is required to be a party or otherwise bound. Merger Sub . (ii) The Company shall have delivered to Intermediate received a certificate from its secretary or other executive officer Purchaser dated as the Closing Date, signed by the Secretary of Purchaser in such capacity, certifying as toto the validity and effectiveness of, and attaching, (A) copies of Merger Sub’s its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time)Date, (B) the requisite resolutions of Merger Sub’s its board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger Agreement and each of the Ancillary Documents Document to which it is or is required to be a party or by which it is bound, and the consummation of the Merger, the Company Share Transfer, and the other transactions contemplated hereby and thereby, (C) evidence that the Required Purchaser Shareholder Approval has been obtained and (CD) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which Merger Sub Purchaser is or is required to be a party or otherwise bound.

Secretary Certificates. MICT The Company shall have delivered to Intermediate Purchaser a certificate from its secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date, (B) the resolutions of its board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Merger, the Share Exchange and the other transactions contemplated hereby and thereby, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound. Pubco shall have delivered to Purchaser a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of MICTPubco’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time)Date, (B) the resolutions of MICTPubco’s board of directors and shareholders authorizing and approving 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 MICT or Merger Sub is or is required to be a party or otherwise bound. Merger Sub shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of Merger Sub’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of Merger Sub’s board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger 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 Merger Sub Pubco is or is required to be a party or otherwise bound.

Secretary Certificates. MICT Purchaser shall have delivered to Intermediate the Company a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of MICTthe Purchaser’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of MICTPurchaser’s board of directors authorizing and approving 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, (C) evidence that the Required Shareholder Approval has been obtained and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which Purchaser is or is required to be a party or otherwise bound. Pubco shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of the Pubco’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of Pubco’s board of directors and shareholders authorizing and approving 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 MICT or Merger Sub is or is required to be a party or otherwise bound. Merger Sub shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of Merger Sub’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of Merger Sub’s board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger 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 Merger Sub Pubco is or is required to be a party or otherwise bound.

Secretary Certificates. (A) MICT shall have delivered to Intermediate ParagonEx a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of MICT’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of MICT’s board of directors authorizing and approving 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, (C) evidence that the Required Stockholder Approval has been obtained and (CD) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which MICT or Merger Sub is or is required to be a party or otherwise bound. Merger Sub . (B) BVI Pubco shall have delivered to Intermediate ParagonEx a certificate from a director, its secretary or other executive officer certifying as to, and attaching, (A) copies of Merger SubBVI Pubco’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of Merger SubBVI Pubco’s board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger 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) specimen signatures of the incumbency of directors or officers authorized to execute this Agreement or any Ancillary Document to which Merger Sub BVI Pubco is or is required to be a party or otherwise bound. (C) BI China shall have delivered to ParagonEx a certificate from its secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date, (B) the resolutions of its board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, the Securities Exchange and the other transactions contemplated hereby and thereby, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound.

Secretary Certificates. MICT shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of MICT’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of MICT’s board of directors authorizing and approving 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, (C) evidence that the Required Stockholder Approval has been obtained and (CD) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which MICT or Merger Sub is or is required to be a party or otherwise bound. Merger Sub shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of Merger Sub’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of Merger Sub’s board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger 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 Merger Sub is or is required to be a party or otherwise bound.

Secretary Certificates. MICT (i) The SPAC shall have delivered to Intermediate received a certificate from its secretary or other executive officer the Company, dated as the Closing Date, signed by the Secretary of the Company in such capacity, certifying as toto the validity and effectiveness of, and attaching, (A) copies of MICT’s its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time)Date, (B) the requisite resolutions of MICT’s its board of directors authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents Document to which it is or is required to be a party or by which it is bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, (C) evidence that the Required Company Shareholder Approval has been obtained and (CD) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which MICT or Merger Sub the Company is or is required to be a party or otherwise bound. Merger Sub . (ii) The Company shall have delivered to Intermediate received a certificate from its secretary or other executive officer the SPAC dated as the Closing Date, signed by the Secretary of the SPAC in such capacity, certifying as toto the validity and effectiveness of, and attaching, (A) copies of Merger Sub’s its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time)Date, (B) the requisite resolutions of Merger Sub’s its board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger Agreement and each of the Ancillary Documents Document to which it is or is required to be a party or by which it is bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, (C) evidence that the Required SPAC Stockholder Approval has been obtained and (CD) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which Merger Sub the SPAC is or is required to be a party or otherwise bound.