Secretary or Director Certificate. Perception, PubCo and Merger Sub, shall each have delivered to BGHL a certificate from its secretary, a director or other executive officer certifying as to, and attaching, (A) copies of Organizational Documents as in effect before the Merger Effective Time, (B) the resolutions of the respective 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 contemplated transactions, and (C) evidence that the required shareholder approval has been obtained.
Secretary or Director Certificate. Catcha shall have delivered to the Company a certificate from its secretary, a director or other executive officer certifying as to, and attaching, (A) copies of Organizational Documents as in effect prior to the Merger Effective Time, (B) the resolutions of the respective 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 each entity is or is required to be a party or otherwise bound. 66
