Secretary's Certificates; Good Standing Sample Clauses

Secretary's Certificates; Good Standing. The U.K. Stockholder shall have received (a) certificates, dated the Closing Date and signed by the secretary of the U.S. Companies certifying the truth and correctness of attached copies of the U.S. Companies' respective Certificates of Incorporation (including amendments thereto) and By-Laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, (b) a certificate, dated the Closing Date and signed by the secretary of Healthworld, certifying the truth and correctness of attached copies of Healthworld's certificate of incorporation (including amendments thereto) and by-laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, and (c) a certificate of good standing for Healthworld in the State of Delaware.
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Secretary's Certificates; Good Standing. Certificates 16
Sample 1
Secretary's Certificates; Good Standing. The U.S. Stockholders shall have received (a) certificates, dated the Closing Date and signed by the secretary of the U.K. Company and each of its Subsidiaries, certifying the truth and correctness of attached copies of the U.K. Company's and each of its Subsidiaries' Memorandum and Articles of Association (including amendments thereto) and such other Healthworld Agreement and Plan of Organization/US -------------------------------------------------------------------------------- matters as may reasonably be requested by the U.S. Stockholders, (b) a certificate dated the Closing Date and signed by the secretary of Healthworld, certifying the truth and correctness of attached copies of Healthworld's certificate of incorporation (including amendments thereto) and by-laws (including amendments thereto), and (c) a certificate of good standing for Healthworld in the State of Delaware.
Sample 1
Secretary's Certificates; Good Standing. The Company shall --------------------------------------- have delivered to Electra (i) a certificate of its corporate secretary or assistant secretary as to (I) resolutions of its Board of Directors or shareholders action, as required, approving and authorizing the execution, delivery and performance of each of the Transaction Documents to which it is a party and authorizing the issuance and delivery of Series C Preferred Stock and the Warrants, as being in full force and effect without modification, supplementation or amendment and (II) as to its Certificate of Incorporation (including, without limitation, the Certificate of Designations) and the By-laws and all amendments to date as being in full force and effect, with true, correct and complete copies of such resolutions, Certificates of Incorporation (including, without limitation, the Certificate of Designations) and By-laws attached thereto, (ii) an incumbency certificate of its officers executing this Agreement and the other Transaction Documents to which it is a party and (iii) a certificate of subsistence and/or good standing of the Company and each Subsidiary, dated as of a recent date prior to the Closing, issued by the Secretary of State of Delaware and of each other state in which the Company and such Subsidiary is qualified to do business.
Sample 1
Secretary's Certificates; Good Standing. The Lenders shall have received the following from or with respect to the Company and each Guarantor: (i) A certificate, dated the Closing Date and signed by the secretary or similar officer of the Company or such Guarantor, as applicable, certifying (x) that the attached copies of the Organizational Documents of the Company or such Guarantor, as applicable, and resolutions of the Governing Body of the Company or such Guarantor, as applicable, approving and authorizing the execution, delivery and performance of the Operative Documents to which it is a party and the transactions contemplated hereby and thereby are all true, complete and correct and remain unamended and in full force and effect as of the Closing Date, and (ii) the incumbency and specimen signature of each officer of the Company or such Guarantor, as applicable, executing any Operative Documents on the Closing Date to which it is a party or any other document delivered in connection herewith and therewith on behalf of the Company or such Guarantor, as applicable; (ii) A copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which the Company or such Guarantor, as applicable, is organized, dated reasonably near the Closing Date, listing the Organizational Documents of the Company or such Guarantor, as applicable, and each amendment thereto on file in such office and certifying that (i) such amendments are the only amendments to the Company’s or such Guarantor’s Organizational Documents on file in such office, (ii) the Company or such Guarantor, as applicable, has paid all franchise taxes due and payable on or prior to the date of such certificate and (iii) the Company or such Guarantor is duly organized and in good standing under the laws of such jurisdiction; and (iii) A copy of a certificate of the Secretary of State or other applicable Governmental Authority of each jurisdiction in which the Company or such Guarantor, as applicable, is required to be qualified as a foreign entity, dated reasonably near the Closing Date, stating that the Company or such Guarantor, as applicable, is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate.
Sample 1
Secretary's Certificates; Good Standing. The U.K. Stockholder shall have received (a) certificates, dated the Closing Date and signed by the secretary of the U.S. Companies certifying the truth and correctness of attached copies of the U.S. Companies' respective Certificates of Incorporation (including amendments thereto) and By-Laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, (b) a certificate, dated the Closing Date and signed Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 ------------------------------------------------------------------------------- by the secretary of Healthworld, certifying the truth and correctness of attached copies of Healthworld's certificate of incorporation (including amendments thereto) and by-laws (including amendments thereto) and such other matters as may reasonably be requested by the U.K. Stockholder, and (c) a certificate of good standing for Healthworld in the State of Delaware.
Sample 1

Related to Secretary's Certificates; Good Standing

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

  • 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.

  • Certificates of Good Standing Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate of Good Standing Legal Existence; and

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

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

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

  • Good Standing Certificates Agent shall have received good standing certificates for each Borrower dated not more than 30 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Borrower’s jurisdiction of incorporation and/or formation, as applicable, and each jurisdiction where the conduct of each Borrower’s business activities or the ownership of its properties necessitates qualification;

  • Organization Documents; Good Standing Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

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