Secretary’s Certificate of the Issuer Sample Clauses

Secretary’s Certificate of the Issuer. The Issuer shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and other limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (2) the Issuer’s organizational documents as then in effect.
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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 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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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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Related to Secretary’s Certificate of the Issuer

  • Secretary’s Certificate of the Company The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Secretary’s Certificate At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

  • Certificate of the Issuer A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that, in the case of each Collateral Obligation and any Deposit pledged to the Trustee for inclusion in the Collateral on the Closing Date and immediately prior to the Delivery thereof on the Closing Date:

  • 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 (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

  • Certificate of Parent The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:

  • 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.

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