Secretary’s Certificate of the Issuer Sample Clauses

Secretary’s Certificate of the Issuer. The Issuer shall have delivered to such Purchaser a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
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Secretary’s Certificate of the Issuer. A certificate duly executed by the Secretary of each Issuer, dated as of July 16, 2002, certifying (i) the resolutions of its Board of Directors, then in full force and effect authorizing the execution, delivery and performance of this Agreement and the issuance of the Notes, the Warrants and the Preferred Stock, and (ii) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement;
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Secretary’s Certificate of the Issuer. The Representatives shall have received a certificate, dated the Closing Time, from an authorized signatory of the Issuer, which shall include the following certifications and to which the following documents shall be attached, all in form and substance reasonably satisfactory to the Representatives: (i) the certificate of incorporation and the memorandum of association of the Issuer certified by an appropriate officer of the Issuer as true, complete and correct and in full force and effect, (ii) the resolutions of the board of directors of the Issuer authorizing the execution, delivery and performance by the Issuer of this Agreement, the Securities and any other document or certificate delivered in connection with the issuance of the Securities, certified by an appropriate officer of the Issuer as true, complete and correct and in full force and effect and as being the only resolutions adopted by the Issuer relating to the offering and sale of the Securities and (iii) an incumbency certificate listing the officers, together with their specimen signatures, authorized to execute this Agreement or any other document or certificate delivered in connection with the issuance of the Securities on behalf of the Issuer.
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Secretary’s Certificate of the Issuer. The Issuer shall have delivered to such Purchaser (i) a certificate of one of its authorized Managers certifying (A) its articles of organization, (B) its Operating Agreement, (C) the due adoption or approval by the Managers of the Issuer of resolutions attached to such certificate relating to the transactions contemplated hereby and (D) the incumbency of each of the Managers of the Issuer who has executed this Agreement, the Series A Notes and the other Financing Documents on behalf of the Issuer and (ii) a good standing certificate from its state of formation.
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Related to Secretary’s Certificate of the Issuer

  • Secretary’s Certificate The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of , (the “Common Stock Purchase Agreement”), by and between DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as follows:

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Secretary’s Certificate; Further Documentation Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

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