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 45 contracts
Samples: Note Purchase Agreement (Allete Inc), Master Note Purchase Agreement (BlackRock Capital Investment Corp), 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, Note Purchase Agreement (Solar Senior Capital Ltd.)
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 40 contracts
Samples: Note Purchase Agreement (Madison Gas & Electric Co), Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Sensient Technologies Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you 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 effectAgreements.
Appears in 28 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Sigma Aldrich Corp), Note Purchase Agreement (Nestor 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 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: Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Merchandise Creations, Inc.)
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 you 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 14 contracts
Samples: Note Purchase Agreement (Wynn Resorts LTD), Note Purchase Agreement (Wynn Resorts LTD), Note Purchase Agreement (Lincare Holdings 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: Series B Convertible Preferred Stock Purchase Agreement (Xstream Beverage Group Inc), Series a Convertible Preferred Stock and Warrant Purchase Agreement (Bioforce Nanosciences Holdings, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Boundless Motor Sports Racing 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 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 13 contracts
Samples: Securities Purchase Agreement (Empire Financial Holding Co), Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Note Purchase Agreement (Urigen Pharmaceuticals, 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: Series C Convertible Preferred Stock Purchase Agreement (Computer Motion Inc), Securities Purchase Agreement (Axm Pharma Inc), Securities Purchase Agreement (Computer Motion 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 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: Series a Convertible Preferred Stock and Warrant Purchase Agreement (Nascent Wine Company, Inc.), Series a Convertible Preferred Stock Purchase Agreement (United National Film Corp), Series B Convertible Preferred Stock Purchase Agreement (Astrata Group 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 9 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Convertible Preferred Stock Purchase Agreement (Wave Systems 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 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 (Armitec Inc), Convertible Note Purchase Agreement (Imaging Technologies Corp/Ca), Convertible Note Purchase Agreement (Imaging Technologies Corp/Ca)
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 8 contracts
Samples: Master Note Purchase Agreement (BlackRock Private Credit Fund), Master Note Purchase Agreement (United Fire Group Inc), Note Purchase Agreement (Kirby 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 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 (Madison Gas & Electric Co), Note Purchase Agreement (Tortoise Energy Infrastructure 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 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 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: Bond Purchase Agreement (Essential Utilities, Inc.), Bond Purchase Agreement (Essential Utilities, Inc.), Bond Purchase Agreement (Essential Utilities, 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 (Telenetics 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 Bonds and this Agreement and (ii) the Company’s organizational documents as then in effectAgreement.
Appears in 7 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement, 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: Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric 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 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: Bond Purchase Agreement (Atlantic City Electric Co), Bond Purchase Agreement (Delmarva Power & Light Co /De/), Bond 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 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: Note Purchase Agreement (ServisFirst Bancshares, Inc.), Note Purchase Agreement (ServisFirst Bancshares, Inc.), Note Purchase Agreement (ServisFirst Bancshares, 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: Series D Convertible Preferred Stock Purchase Agreement (Echo Therapeutics, Inc.), Convertible Preferred Stock Purchase Agreement (Urigen Pharmaceuticals, Inc.), Series D Convertible Preferred Stock Purchase Agreement (Dirt Motor Sports, 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: Series a Convertible Preferred Stock and Warrant Purchase Agreement (NovaRay Medical, Inc.), Series B Convertible Participating Preferred Stock and Warrant Purchase Agreement (NovaRay Medical, Inc.), Series a Convertible Preferred Stock Purchase Agreement (International Imaging Systems 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 (Vectren Utility Holdings 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 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: Bond Purchase Agreement, Bond Purchase Agreement, Bond Purchase Agreement (Empire District Electric Co)
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 the Purchaser a certificate of its Secretary or Assistant Secretarysecretary's certificate, dated the date as of the ClosingClosing Date, certifying as to (iA) the resolutions attached thereto and other corporate proceedings relating to Resolutions, (B) the authorizationCharter, execution and delivery certified as of the Notes and this Agreement Closing Date, by the Secretary of State of the State of Massachusetts and (iiC) the Company’s organizational documents Bylaws, each as then in effecteffect at the Closing.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale 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: Note Purchase Agreement (Hawaiian Electric Co Inc), Note Purchase Agreement (Hawaiian Electric Co Inc), Note Purchase Agreement (Hawaiian Electric Co 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 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 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.), Securities Purchase Agreement (Tortoise MLP Fund, 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 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), Note and Guaranty Agreement (Oaktree Capital Group, LLC)
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: Note Purchase Agreement (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 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 Agreement (Impart Media Group Inc), Series C Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Series C Convertible Preferred Stock Purchase Agreement (Health Sciences Group 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 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 Xxxxxx and 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: Securities Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Securities Purchase Agreement, Securities Purchase Agreement
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 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 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 4 contracts
Samples: Securities Purchase and Registration Rights Agreement, Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, 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 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: Stock Purchase Agreement (Glowpoint Inc), Series B Preferred Stock Purchase Agreement (Glowpoint Inc), Series a 1 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: Bond Purchase Agreement (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 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: Bond 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 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 Agreement (Vialink Co), Series a Convertible Preferred Stock Purchase Agreement (Hienergy Technologies Inc), Series a Convertible Preferred Stock Purchase Agreement (Hienergy Technologies Inc)
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: Merger Agreement, Merger Agreement (Irobot Corp), Merger Agreement (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 (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: Note Purchase 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), Note Purchase Agreement (Pebblebrook Hotel Trust)
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 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 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, Inc.), Assumption and Exchange Agreement (Waste Connections US, 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 Agreement (Cytrx Corp)
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 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 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 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 Organizational Documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (Eastgroup Properties Inc), Note Purchase Agreement (Eastgroup Properties Inc), Note Purchase Agreement (Eastgroup Properties Inc)
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 Holdings GP, L.P.), Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Resource Partners Lp)
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 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), Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
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 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 (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: Bond Purchase Agreement (Atlantic City Electric Co), Bond Purchase Agreement (Atlantic City Electric Co), Bond 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 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 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 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), 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 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 (Xicor Inc), Securities Purchase Agreement (Rockford Corp), 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 (Advest Group Inc), Note Purchase Agreement (Optical Coating Laboratory 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 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 Xxxxxx and the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
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 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 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 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 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 Lp Brown Brothers Harriman Co Long T Michael Et Al), Stock Purchase Agreement (1818 Fund Iii Lp), Stock Purchase Agreement (Genesee & Wyoming Inc)
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: Note Purchase Agreement (Essex Property Trust Inc), Note Purchase Agreement (Essex Property Trust Inc), Note Purchase Agreement (First Potomac Realty Trust)
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 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), Uncommitted Master Note Facility (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 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: Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
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/), Second Amended and Restated Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Secretary’s Certificate. The Company Purchasers 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, in effect as of the Closing Date, approving the transactions contemplated by this Agreement and (ii) the Company’s organizational documents as then in effectother Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arinco Computer Systems Inc), Securities Purchase Agreement (Culmen Technology Partners Lp)
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 Designations, 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: Convertible Preferred Stock Purchase Agreement (Esynch Corp/Ca), Convertible Preferred Stock Purchase Agreement (Esynch Corp/Ca)
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 each Note and the Notes Agreements and this Agreement and (ii) the Company’s 's organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Conifer 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 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: Note Purchase and Private Shelf Agreement (Wausau Paper Corp.), Note Purchase and Private Shelf Agreement (Wausau Paper Corp.)
Secretary’s Certificate. The Company shall have delivered to such the Purchaser a certificate of its the Company executed by the Company’s Secretary (or Assistant Secretaryother appropriate officer), dated the date as of the ClosingClosing Date, attaching and certifying as to the truth and correctness of (i) the Articles of Incorporation, (ii) the Bylaws (iii) the resolutions attached thereto and other corporate proceedings relating to adopted by the authorization, execution and delivery Company’s Board of Directors in connection with the Notes and transactions contemplated by this Agreement and (iiiv) the Company’s organizational documents as then in effectCertificate of Designation.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Quepasa Corp), Securities Purchase Agreement (Quepasa Corp)
Secretary’s Certificate. The Company shall have delivered to such the Purchaser a certificate of its Secretary or Assistant Secretary, dated the date as of the ClosingIssuance Date, certifying as to (i) the board 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 2 contracts
Samples: Note Agreement (Primerica, Inc.), Note Agreement (Primerica, Inc.)
Secretary’s Certificate. The Company shall have delivered to such the ----------------------- Purchaser a certificate certificate, executed by the Secretary of its Secretary or Assistant Secretarythe Company, dated the date as of the Closingapplicable Closing Date, and certifying as to (i) the authenticity of the Amended and Restated Certificate of Incorporation and the Bylaws, the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Board authorizing the transactions contemplated hereby and this Agreement and (ii) the incumbency of the Company’s organizational documents as then in effect's officers.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc), Convertible Note Purchase 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 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 2 contracts
Samples: Securities Purchase Agreement (Intrusion Inc), Securities Purchase Agreement (Lighting Science Group 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 Notes and this Agreement and (ii) the Company’s organizational documents as then in effectPledged Mortgage Bond.
Appears in 2 contracts
Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co), Note Purchase Agreement (SOUTH JERSEY GAS Co)
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 attached copies of: (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery Organizational Documents of the Notes and this Agreement and Company; (ii) the resolutions of the Company’s organizational 's Board approving this Agreement and the transactions contemplated hereby; and (iii) the 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 2 contracts
Samples: Note Purchase Agreement (Youngevity International, Inc.), Note Purchase Agreement (Youngevity International, Inc.)
Secretary’s Certificate. The Company shall have delivered to such the Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated the date as of the ClosingClosing Date, certifying as to (iA) the resolutions attached thereto and other corporate proceedings relating to Resolutions, (B) the authorizationCharter, execution and delivery certified as of the Notes and this Agreement Closing Date, by the Secretary of State of the State of Massachusetts and (iiC) the Company’s organizational documents Bylaws, each as then in effecteffect at the Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale 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 Closingeach 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 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 2 contracts
Samples: Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (Genta Inc 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 proceedings relating to the authorization, execution and delivery of the Notes and Bonds, this Agreement and the Supplemental Indenture and (ii) the Company’s organizational documents Amended and Restated Articles of Incorporation and Amended and Restated By-Laws as then in effect.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Northern States Power Co /Wi/), Bond Purchase Agreement (Northern States Power Co /Wi/)
