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.
Appears in 44 contracts
Samples: Master Note Purchase Agreement (BlackRock Capital Investment Corp), Note Purchase Agreement, Note Purchase Agreement
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 effectAgreement.
Appears in 43 contracts
Samples: Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Solar Senior Capital Ltd.), Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
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 effectAgreement.
Appears in 39 contracts
Samples: Note Purchase Agreement (Unitil Corp), Guaranty Agreement (Sensient Technologies Corp), Note Purchase Agreement (Marcus Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 21 contracts
Samples: Common Stock Purchase Agreement (VisualMED Clinical Solutions Corp.), Common Stock Purchase Agreement (Tiger Ethanol International Inc.), Common Stock Purchase Agreement (Tiger Ethanol International Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 20 contracts
Samples: Purchaser (Echo Therapeutics, Inc.), Note and Warrant Purchase Agreement (Intelligentias, Inc.), Securities Purchase Agreement (Ambient Corp /Ny)
Secretary’s Certificate. The Company and Nectar shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents, the Securities and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 18 contracts
Samples: Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Ambient Corp /Ny), Note and Warrant Purchase Agreement (Glowpoint Inc), Subscription Agreement (Echo Therapeutics, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 14 contracts
Samples: Convertible Preferred Stock Purchase (Cyberlux Corp), Preferred Stock Purchase Agreement (Boundless Motor Sports Racing Inc), Convertible Preferred Stock Purchase Agreement (Vision Capital Advisors, LLC)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 12 contracts
Samples: Note and Warrant Purchase Agreement (Valcent Products Inc.), Securities Purchase Agreement (Empire Financial Holding Co), Note and Warrant Purchase Agreement (Verticalnet Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 10 contracts
Samples: Convertible Preferred Stock Purchase Agreement (United National Film Corp), Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.), Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorization, execution and delivery Board of Directors of the Notes and this Agreement and Company consistent with Section 2.1(b), (ii) the Company’s organizational Articles, (iii) the Bylaws, (iv) the Series A Certificate of Designation, each as in effect at the Closing, and (v) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 10 contracts
Samples: Securities Purchase Agreement (China Internet Cafe Holdings Group, Inc.), Securities Purchase Agreement (China Internet Caf? Holdings Group, Inc.), Securities Purchase Agreement (China Wood, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 10 contracts
Samples: Securities Purchase (Axiom Pharmaceuticals Inc), Escrow Agreement (Zhongpin Inc.), Securities Purchase (Strong Technical Inc)
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.to
Appears in 9 contracts
Samples: Securities Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Purchase Agreement, Securities Purchase Agreement
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 9 contracts
Samples: Convertible Note Purchase Agreement (Imaging Technologies Corp/Ca), Note and Warrant Purchase (V One Corp/ De), Exhibit 99 (Imaging Technologies Corp/Ca)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 9 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Series B Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Convertible Preferred Stock Purchase Agreement (Marketing Worldwide Corp)
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, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Securities Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Securities Purchase Agreement (Kayne Anderson MLP Investment CO)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the such 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 effectAgreement.
Appears in 8 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Tortoise Energy Infrastructure Corp), Agency Agreement (Kayne Anderson MLP Investment CO)
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 this Agreement, the Notes Bonds, under the Indenture, and this Agreement and (ii) the Company’s organizational documents as then in effectSupplement.
Appears in 7 contracts
Samples: Essential Utilities, Inc., Essential Utilities, Inc., Essential Utilities, Inc.
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the ClosingClosing Date, 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 effectAgreement.
Appears in 7 contracts
Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Mettler Toledo International Inc/)
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 Bonds and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 7 contracts
Samples: efis.psc.mo.gov, efis.psc.mo.gov, Bond Purchase Agreement (Northwestern Corp)
Secretary’s Certificate. The Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i1) the resolutions attached thereto and any other corporate proceedings relating to the authorization, execution and delivery of this Agreement and, in the case of the Company, the Notes and this Agreement and (ii2) the such Constituent Company’s organizational documents as then in effect.
Appears in 7 contracts
Samples: Hawaiian Electric and Subsidiaries (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Industries Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 7 contracts
Samples: Note and Warrant Purchase Agreement (Medix Resources Inc), Note and Warrant Purchase Agreement (Telenetics Corp), Note and Warrant Purchase Agreement (Analytical Surveys Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of the such 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) Agreement, in the Company’s organizational documents form attached hereto as then in effectExhibit 4.3(b).
Appears in 6 contracts
Samples: Master Note Purchase Agreement (Henry Schein Inc), Master Note Purchase Agreement, Master Note Purchase Agreement (Henry Schein Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 6 contracts
Samples: Purchase Agreement (Echo Therapeutics, Inc.), Preferred Stock Purchase Agreement (Urigen Pharmaceuticals, Inc.), Series D Convertible Preferred Stock Purchase Agreement (World Racing Group, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarycertificate, 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 effectAgreement.
Appears in 6 contracts
Samples: ServisFirst Bancshares, Inc., ServisFirst Bancshares, Inc., Note Purchase Agreement (ServisFirst Bancshares, Inc.)
Secretary’s Certificate. The Company Each Obligor 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 effectAgreement.
Appears in 6 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Gallagher Arthur J & Co), Note Purchase Agreement (Gallagher Arthur J & Co)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and Bonds, this Agreement and the other Bond Documents to which it is party and (ii) the Company’s Company organizational documents as then in effect. Section 4.4.
Appears in 6 contracts
Samples: Purchase Agreement (Atlantic City Electric Co), Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Delmarva Power & Light Co /De/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the such 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.
Appears in 6 contracts
Samples: Note Purchase Agreement (Kirby Corp), Note Purchase Agreement (Ugi Corp /Pa/), Master Note Purchase Agreement (Crescent Capital BDC, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (v) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 5 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Avicena Group, Inc.), Convertible Preferred Stock (NovaRay Medical, Inc.), And Warrant Purchase Agreement (NovaRay Medical, Inc.)
Secretary’s Certificate. The Company shall have delivered deliver to such Purchaser the Purchaser, a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the Closingeach Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles of Incorporation, (iii) the Bylaws, each as in effect at such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Foothills Exploration, Inc.), Securities Purchase Agreement (Hooper Holmes Inc), Securities Purchase Agreement (Hooper Holmes Inc)
Secretary’s Certificate. The Company and the Guarantors shall have delivered to such Purchaser a certificate of its respective 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 Notes, the Subsidiary Guaranties and this Agreement Agreement, as applicable and (ii) the Company’s and the Guarantors’ organizational documents as then in effect.
Appears in 5 contracts
Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Buyer a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to attached copies of (iA) the Organizational Documents of the Company (B) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and Company's Board approving this Agreement and the transactions contemplated hereby; and (iiD) the Company’s organizational incumbency of each authorized officer of the Company signing this Agreement and the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection herewith and therewith.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.), Securities Purchase Agreement (ID Global Solutions Corp), Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.)
Secretary’s Certificate. The Company Each Obligor 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 effectFinancing Agreements to which it is a party.
Appears in 5 contracts
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc), Note Purchase Agreement (Vectren Utility Holdings Inc), Note Purchase Agreement (Gas Natural Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its the Secretary or an Assistant SecretarySecretary of the Company, 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 effectAgreement.
Appears in 5 contracts
Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Parent a certificate of its the Secretary or Assistant Secretaryof the Company, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery incumbency of officers of the Notes Company executing documents executed and this Agreement and delivered in connection herewith, (ii) the Company’s organizational documents copies of the Certificate of Incorporation and Bylaws, each as then in effecteffect from the date of this Agreement until the Closing Date and (iii) a copy of the votes of the Company Board and the Stockholders authorizing and approving the applicable matters contemplated hereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Irobot Corp), Agreement and Plan of Merger (Brightcove Inc)
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 this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreement the First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Supplemental Indenture (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), Purchase Agreement (New Jersey Resources Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the Closingeach Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (v) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 4 contracts
Samples: Series D Convertible Preferred Stock Purchase (Vialink Co), Convertible Preferred Stock Purchase (Hienergy Technologies Inc), Convertible Preferred Stock Purchase (Hienergy Technologies Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant the Company executed by the Company’s Secretary, dated the date as of the ClosingClosing Date, attaching and certifying as to the truth and correctness of (i1) the Articles of Incorporation, (2) the Bylaws and (3) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) adopted by the Company’s organizational documents as then Board of Directors in effectconnection with the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Zix Corp), Securities Purchase Agreement (Zix Corp), Securities Purchase Agreement (Zix Corp)
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, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 4 contracts
Samples: Securities Exchange Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Securities Purchase Agreement (Tortoise Midstream Energy Fund, Inc.), Credit Agreement (Tortoise MLP Fund, Inc.)
Secretary’s Certificate. The Company Each Obligor 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 limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this Agreement Agreement, as applicable and (ii) the Companysuch Obligor’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Note and Guaranty Agreement (Oaktree Capital Group, LLC), Note and Guaranty Agreement (Oaktree Capital Group, LLC), Oaktree Capital Group, LLC
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of the such 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 effectAgreement.
Appears in 4 contracts
Samples: Master Note Purchase Agreement (Arch Chemicals Inc), Master Note Purchase Agreement (Arch Chemicals Inc), Note Purchase and Private Shelf Agreement (Arch Chemicals Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (v) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 4 contracts
Samples: Series a Convertible Preferred Stock Purchase (Impart Media Group Inc), Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Preferred Stock Purchase Agreement (Health Sciences Group Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Buyer a certificate of its the Secretary or Assistant Secretaryof the Company, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery incumbency of officers of the Notes Company executing documents executed and this Agreement delivered in connection herewith and (ii) true and complete copies of the Company’s organizational documents certificate of incorporation and by-laws, each as then in effecteffect from the date of this Agreement until the Closing Date.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Angiodynamics Inc), Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)
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 Bonds to be purchased at the Closing and this Agreement and (ii) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Purchase Agreement, Purchase Agreement, Bond Purchase Agreement (Empire District Electric Co)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Notes and this Agreement and (ii) the Company’s organizational documents Organization Documents as then in effect.
Appears in 4 contracts
Samples: Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarygeneral partner, 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.
Appears in 4 contracts
Samples: Note Purchase Agreement (Agree Realty Corp), Note Purchase Agreement (Agree Realty Corp), Note Purchase Agreement (Agree Realty Corp)
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 limited partnership 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.
Appears in 4 contracts
Samples: Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Secretary, Assistant Secretary, or other officer authorized by the Company to make such certification, 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 effectFinancing Agreements.
Appears in 4 contracts
Samples: Power Purchase Agreement (Chugach Electric Association Inc), Bond Purchase Agreement (Chugach Electric Association Inc), Bond Purchase Agreement (Chugach Electric Association Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the Closingapplicable Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to Resolutions adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, (iv) a certified copy of the Certificate of Designation, each as in effect at such Closing, and (v) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 4 contracts
Samples: Series B Preferred Stock Purchase Agreement (Glowpoint Inc), Series B Preferred (Glowpoint Inc), Convertible Preferred Stock Purchase Agreement (Glowpoint Inc)
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 this Agreement, the Notes Bonds and this Agreement and (ii) the Company’s organizational documents as then in effectSupplement.
Appears in 4 contracts
Samples: Essential Utilities, Inc., Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc)
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 (i1) the resolutions attached thereto and any other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii2) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Agreement (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Buyer a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery adoption of the Notes and form of resolutions of the Board of Directors of the Company consistent with Section 3(b) of this Agreement and in a form reasonably acceptable to such Buyer, (ii) the Company’s organizational documents Certificate of Incorporation and (iii) the Bylaws, each as then in effecteffect at the Closing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Champps Entertainment Inc/ Ma), Securities Purchase Agreement (Electroglas Inc), Securities Purchase Agreement (Electroglas Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated as of 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 board of directors of the Company authorizing this Agreement and the issuance of the Shares, (ii) the Company’s organizational absence of any amendment to Charter or the By-laws after the date of this Agreement, and (iii) the incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 3 contracts
Samples: Share Purchase Agreement (Pinecrest Investment Group Inc), Share Purchase Agreement (Pinecrest Investment Group Inc), Share Purchase Agreement (Milwaukee Iron Arena Football, Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate and the Bylaws, each as in effect at the Closing, and (iii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Socket Communications Inc), Securities Purchase Agreement (Socket Communications Inc), Securities Purchase (Cytrx Corp)
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 this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreement the First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Indenture (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of certificate, dated the Closing Date, duly executed by its Secretary or Assistant SecretarySecretary or other appropriate officer, dated certifying that the date attached copies of the ClosingCompany’s Certificate of Incorporation, certifying Certificate of Designations (as to (i) defined below), by-laws and the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and Board of Directors or Executive Committee of the Board of Directors approving this Agreement and (ii) the Company’s organizational documents as then transactions contemplated hereby, are all true, complete and correct and remain unamended and in full force and effect.;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc), Stock Purchase Agreement (Inverness Medical Innovations Inc), Stock Purchase Agreement (Inverness Medical Innovations Inc)
Secretary’s Certificate. The Company Purchaser shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date and signed by the Secretary or an Assistant Secretary of the ClosingCompany, certifying as to (i) the resolutions truth and correctness of attached thereto and other corporate proceedings relating to the authorization, execution and delivery copies of the Notes Certificate of Incorporation and By-laws of the Company and resolutions of the Board of Directors of the Company approving this Agreement and (ii) the Company’s organizational documents as then in effecttransactions contemplated hereby.
Appears in 3 contracts
Samples: Stock Purchase Agreement (1818 Fund Iii Lp), Stock Purchase Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Stock Purchase Agreement (Genesee & Wyoming Inc)
Secretary’s Certificate. The Company and each Subsidiary of the Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by its Board of Directors approving the authorizationtransactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) its certificate of incorporation, (iii) its bylaws, each as in effect at the Company’s organizational Closing Date, and (iv) the authority and incumbency of the officers executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 3 contracts
Samples: Securities Purchase Agreement (La Jolla Pharmaceutical Co), Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (Genta Inc De/)
Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Notes and this Agreement and the other Financing Documents to which it is a party, (ii) the Companyincumbency of the Persons executing and delivering the Financing Documents on behalf of such Obligor, and (iii) such Obligor’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Secretary’s Certificate. The Company shall have delivered deliver to such Purchaser the Placement Agent, a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the Closingeach Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles of Incorporation, (iii) the Bylaws, each as in effect at such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cytosorbents Corp), Securities Purchase Agreement (MYOS Corp), Securities Purchase Agreement (Vystar Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of executed by its Secretary or Assistant Secretary, dated the date of the Closing, certifying as with respect to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery a copy of the Notes Amended Articles and the Amended Regulations, (ii) resolutions of the Board authorizing the transactions contemplated by this Agreement and the other Transaction Documents, (iiiii) copies of all minutes of all meetings (or excerpts thereof) of the Company’s organizational documents as then in effectshareholders of the Company approving the Shareholder Proposals and (iv) incumbency matters.
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Capital Strategies LTD), Securities Purchase Agreement (Corrpro Companies Inc /Oh/), Securities Purchase Agreement (Corrpro Companies Inc /Oh/)
Secretary’s Certificate. The Company shall have delivered to such each Purchaser at the Closing 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 to be issued at the Closing and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 3 contracts
Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)
Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the such 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 Companysuch Obligor’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc), Note Purchase Agreement (Lincoln Electric Holdings Inc), Joinder Agreement and Affirmation (Lincoln Electric Holdings Inc)
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 Bonds, this Agreement and the other Bond Documents to which it is party and (ii) the Company’s Company organizational documents as then in effect.
Appears in 3 contracts
Samples: Purchase Agreement (Atlantic City Electric Co), Bond Purchase Agreement (Atlantic City Electric Co), Purchase Agreement (Delmarva Power & Light Co /De/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Buyer a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery adoption of the Notes and form of resolutions of the Board of Directors of the Company consistent with Section 3(b) of this Agreement and in a form reasonably acceptable to such Buyer, (ii) the Company’s organizational documents Articles of Incorporation and (iii) the Bylaws, each as then in effecteffect at the Closing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Jameson Inns Inc), Securities Purchase Agreement (Manufacturers Services LTD), Securities Purchase Agreement (Manufacturers Services LTD)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its certificate, signed by the Secretary or Assistant Secretary, dated the date of the ClosingCompany and dated as of the Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by its Board of Directors approving the authorizationtransactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) its charter, as in effect at the Company’s organizational Closing Date, (iii) its bylaws, as in effect at the Closing Date, and (iv) the authority and incumbency of the officers executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Victory Electronic Cigarettes Corp), Securities Purchase Agreement (NeoStem, Inc.), Securities Purchase Agreement (Elephant Talk Communications Corp)
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 this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreement the First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (New Jersey Resources Corp), Indenture (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles, (iii) the Bylaws, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 3 contracts
Samples: Purchase Agreement (Gulfstream International Group Inc), Purchase Agreement (Gulfstream International Group Inc), Securities Purchase Agreement (Artistry Publications Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Buyer a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery adoption of the Notes and form of resolutions of the Board of Directors of the Company consistent with Section 3(b) of this Agreement and in a form reasonably acceptable to such Buyer, (ii) the Company’s organizational documents Articles of Incorporation and (iii) the Bylaws, each as then in effecteffect at the Closing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Rockford Corp), Securities Purchase Agreement (Xicor Inc), Securities Purchase Agreement (Manufacturers Services LTD)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or one of its Assistant SecretarySecretaries, 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 Notes, this Agreement and (ii) the Company’s organizational documents as then in effectOther Agreements.
Appears in 3 contracts
Samples: Note Purchase Agreement (Handy & Harman), Note Purchase Agreement (Optical Coating Laboratory Inc), Advest Group Inc
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Investors a certificate executed by the secretary of its Secretary or Assistant Secretarythe Company, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationCompany Board approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the articles of incorporation (or similar organizational documents) of the Company’s organizational documents , as then in effecteffect on the Closing Date, (iii) the bylaws (or similar governing documents) of the Company, as in effect on the Closing Date, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.)
Secretary’s Certificate. The Company Purchaser shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated the date such Closing Date, of the Closingsecretary of the Company in which such secretary, certifying in his or her capacity as to (i) secretary of the Company, shall certify and attach the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Board of Directors of the company approving the Agreement, the License Agreement and (ii) the Company’s organizational documents as then transactions contemplated hereunder, and shall certify that such resolutions have not been amended or modified and remain in full force and effect.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Fate Therapeutics Inc), Stock Purchase Agreement (Fate Therapeutics Inc)
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 hereunder and this Agreement and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)
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 (i1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii2) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Pledge Agreement (Franklin Street Properties Corp /Ma/), Note Purchase Agreement (Connecticut Water Service Inc / Ct), Note Purchase Agreement (Idex Corp /De/)
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 entity organizational proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents Organization Documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (Pebblebrook Hotel Trust), Note Purchase Agreement (Pebblebrook Hotel Trust), Pledge Agreement (Pebblebrook Hotel Trust)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Investor a certificate of certificate, dated the Closing Date, duly executed by its Secretary or Assistant Secretary, dated certifying that the date attached copies of the ClosingCompany’s articles of incorporation, certifying as to (i) by-laws and the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and Board of Directors of the Company approving this Agreement and (ii) the Company’s organizational documents as then transactions contemplated hereby, are all true, complete and correct and remain unamended and in full force and effect.;
Appears in 3 contracts
Samples: Subscription Agreement (Eaturna LLC), Subscription Agreement (Grill Concepts Inc), Subscription Agreement (Eaturna LLC)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Investors a certificate of its the Secretary or Assistant Secretaryof the Company, dated the date as of the ClosingClosing Date, certifying as to certifying: (i) the adoption by the Company's Board of Directors of attached resolutions attached thereto and authorizing, among other corporate proceedings relating to things, the authorization, execution and delivery of the Notes and this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herein, and (ii) the Company’s organizational documents as then in effectincumbency and signatures of the officers of the Company executing this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated herein.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Roomlinx Inc), Securities Purchase Agreement (Wireless Frontier Internet Inc), Stock Purchase Agreement (Smartserv Online Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate executed by the Company’s Secretary dated as of such Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated by this Agreement and the issuance of the Preferred Stock and the Warrants, certifying the current versions of its Secretary or Assistant Secretary, dated the date Certificate of Incorporation and Bylaws of the Closing, Company and certifying as to (i) the resolutions attached thereto signatures and other corporate proceedings relating to authority of persons signing this Agreement, the authorizationPreferred Stock, execution the Warrants and delivery related documents on behalf of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.), Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.), Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Investor a certificate of its the Company executed by the Secretary or Assistant Secretaryof the Company, dated the date as of the ClosingClosing Date, certifying as to certifying: (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Board of Directors approving the Transaction Documents and this Agreement the transactions contemplated thereby, including those set forth in Annex A, and (ii) the Company’s organizational documents as then in effectname, title, incumbency and signatures of the officers authorized to execute the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate and the Bylaws, each as in effect at the Closing, and (iii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ImmunoCellular Therapeutics, Ltd.), Securities Purchase Agreement (ImmunoCellular Therapeutics, Ltd.), Securities Purchase Agreement (Cytrx Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the applicable Supplemental Indenture, the applicable First Mortgage Bond Documents to which it is a party, the applicable series of Notes and this Agreement the applicable First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Sixteenth Supplemental Indenture (New Jersey Resources Corp), Supplemental Indenture (New Jersey Resources Corp), Purchase Agreement (New Jersey Resources Corp)
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 effectAgreement.
Appears in 3 contracts
Samples: Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its the Secretary or Assistant SecretarySecretary of its managing general partner, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate legal proceedings relating to the authorization, execution and delivery by the Company of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 3 contracts
Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Holdings GP, L.P.), Subsidiary Guaranty Agreement (Alliance Resource Partners Lp)
Secretary’s Certificate. The Company and the Guarantors shall have delivered to such Purchaser a certificate of its respective Secretary or Assistant Secretary, dated the date of the such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, the Subsidiary Guaranties and this Agreement Agreement, as applicable and (ii) the Company’s and the Guarantors’ organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty), Note Purchase and Private Shelf Agreement (Ramco Gershenson Properties Trust)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretaryan authorized officer, 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 effectAgreement.
Appears in 3 contracts
Samples: Paying Agent Agreement (Essex Property Trust Inc), Guaranty Agreement (Essex Property Trust Inc), First Potomac Realty Trust
Secretary’s Certificate. The Company Each Obligor 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 Series 2008A Notes and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 3 contracts
Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections US, Inc.), Assumption and Exchange Agreement (Waste Connections, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Lenders a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (AzurRx BioPharma, Inc.), Convertible Note and Warrant Purchase Agreement (VistaGen Therapeutics, Inc.)
Secretary’s Certificate. The Company Purchaser shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date, of the Closing, certifying as to Secretary of the Company attaching: (i) a true and complete copy of the Certificate of Incorporation, in effect as of such date; (ii) a true and complete copy of the Bylaws, in effect as of such date; and (iii) resolutions attached thereto and other corporate proceedings relating to of the authorization, Board authorizing the execution and delivery of this Agreement, the Notes transactions contemplated hereby, the approvals contemplated by Section 2.29 herein and this Agreement and (ii) the Company’s organizational documents as then in effectissuance of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (NRG Energy, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers on the Closing Date a certificate of its Secretary or Assistant Secretarycertificate, dated the date as of the ClosingClosing Date, executed by the Secretary of the Company certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorization, execution and delivery Company's board of directors which approve all of the Notes and transactions contemplated by this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 2 contracts
Samples: Investor Purchase Agreement (Gilman & Ciocia Inc), Placement Purchase Agreement (Gilman & Ciocia Inc)
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 Financing Documents to which the Company is a party and (ii) the Company’s organizational documents as then in effect. Section 4.4.
Appears in 2 contracts
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant SecretarySecretary or other appropriate officers, 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Global Water Resources, Inc.), Note Purchase Agreement (Global Water Resources, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (v) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Activecare, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Activecare, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Charter, (iii) the Bylaws, and (iv) the incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Strata Capital Corp), Securities Purchase Agreement (Eyes on the Go, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate of Incorporation, (iii) the Bylaws, each as in effect at such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GigOptix, Inc.), Securities Purchase Agreement (Solar Energy Initiatives, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Buyer a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery adoption of the Notes and form of resolutions of the Board of Directors of the Company consistent with Section 3(b) of this Agreement and in a form reasonably acceptable to such Buyer, (ii) the Company’s organizational documents Certificate of Incorporation and (iii) the Bylaws, each as then in effecteffect at the Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Richardson Electronics LTD/De), Securities Purchase Agreement (Quixote Corp)
Secretary’s Certificate. The Company Corporation shall have delivered to such the ----------------------- Purchaser a certificate certificate, executed by the Secretary of its Secretary or Assistant Secretarythe Corporation, dated the date as of the ClosingClosing Date, and certifying as to (i) the resolutions attached thereto certificate of incorporation, by- laws, incumbency of officers 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 effectauthorizing resolutions.
Appears in 2 contracts
Samples: Subscription Agreement (Biomarin Pharmaceutical Inc), Subscription Agreement (Biomarin Pharmaceutical Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorizationBoard of Directors approving the transactions contemplated hereby, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Certificate OF Incorporation, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 2 contracts
Samples: Escrow Agreement (Remote Dynamics Inc), Escrow Agreement (Remote Dynamics Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Acquiror and Parent a certificate of certificate, dated the Closing Date, executed by its Secretary or Assistant Secretary, dated the date of the Closing, Secretary and certifying as to (i) the resolutions attached thereto Company's Articles of Incorporation, bylaws, enabling resolutions, incumbency of officers 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 effectreasonably related matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autocorp Equities Inc), Agreement and Plan of Merger (Autocorp Equities Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorizationResolutions, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational Articles and the Bylaws, each as in effect at the Closing, and (iii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents as then required to be executed or delivered in effectconnection therewith.
Appears in 2 contracts
Samples: Securities Purchase (Medijane Holdings Inc.), Securities Purchase Agreement (Cardiotech International Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closingapplicable Closing Day, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Notes and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 2 contracts
Samples: Private Shelf Agreement (Wausau Paper Corp.), Note Agreement (Wausau Paper Corp.)
