Secretary's Certificate of Merger Sub. Merger Sub shall have furnished to Chiral Quest (i) copies of the text of the resolutions by which the corporate action on the part of Merger Sub necessary to approve this Agreement, the Plan of Merger and the other transactions contemplated hereby were taken, which shall be accompanied by a certificate of the corporate secretary or assistant corporation secretary of Merger Sub dated as of the Effective Date certifying to Chiral Quest 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and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and (ii) a copy of the Articles of Incorporation of Merger Sub (as then in effect), certified by the Secretary of State of Minnesota, and a certificate from the Secretary of State of Minnesota evidencing the good standing of Merger Sub in such jurisdiction.
Secretary's Certificate of Merger Sub. A duly executed certificate of the Secretary of Merger Sub, dated as of the Closing Date, certifying on behalf of Merger Sub, without personal liability, that (A) the resolutions, as attached to such certificate, of the Board of Directors approving and declaring advisable this Agreement and authorizing and approving the Merger and the execution, delivery and performance of this Agreement and the other Transaction Documents by Merger Sub were duly adopted by the Board of Directors of Merger Sub, and that such Board of Directors’ resolutions remain in full force and effect; (B) the resolutions, as attached to such certificate, of the sole stockholder of Merger Sub (immediately prior to the Effective Time) authorizing and approving the Merger and the execution, delivery and performance of this Agreement and the other Transaction Documents by Merger Sub were duly adopted by the sole stockholder of Merger Sub, and that such sole stockholder’s resolutions remain in full force and effect; (C) the Charter Documents of Merger Sub attached to such certificate are true and complete copies of such documents as of the Closing; and (D) as to the incumbency of those persons executing this Agreement and the other Transaction Documents or documents contemplated hereby or thereby on behalf of the Merger Sub.
Secretary's Certificate of Merger Sub. Xxxxxx shall have received a certificate of the Secretary of Merger Sub, dated as of the Closing Date, certifying: (i) the resolutions adopted by the Board of Directors of Merger Sub approving the transactions contemplated by this Agreement and the other transaction documents; (ii) the current versions of the Certificate of Incorporation and Bylaws of Merger Sub; and (iii) as to the signatures and authority of all individuals executing this Agreement or any other Transaction Documents on behalf of Merger Sub.
