SECRETARY'S CLOSING CERTIFICATE Sample Clauses

SECRETARY'S CLOSING CERTIFICATE. The Company shall have delivered to a certificate of the Company executed by the Company’s Secretary, in substantially the form attached hereto as Exhibit E, attaching and certifying to the truth and correctness of (1) the Certificate, (2) the Bylaws and (3) the board and stockholder resolutions adopted in connection with the transactions contemplated by this Agreement.
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SECRETARY'S CLOSING CERTIFICATE. The Merger Sub and the Parent shall have received a certificate dated the Closing Date in form and substance reasonably satisfactory to the Merger Sub from the Secretary or Assistant Secretary of the Company, certifying that (i) attached to such certificate are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the transactions contemplated by this Agreement which remain in full force and effect, (ii) attached to such certificate are true, correct and complete copies of the certificates or articles of incorporation, bylaws, or equivalent governing instrument, each as amended to the Closing Date, of the Company, (iii) attached to such certificate is a true and correct copy of the shareholders resolutions of the Company approving and consenting to the transactions contemplated by this Agreement, and (iv) the incumbency of each officer executing this Agreement and all documents and instruments executed in connection thereof.
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SECRETARY'S CLOSING CERTIFICATE. The Purchaser and the Parent shall have received a certificate dated the Closing Date in form and substance reasonably satisfactory to the Purchaser from the Secretaries or Assistant Secretaries of each of the Companies, certifying that (i) attached to such certificate are true, correct and complete copies of the resolutions duly adopted by the Board of Directors or the Managers of the Companies authorizing the transactions contemplated by this Agreement which remain in full force and effect, (ii) attached to such certificate are true, correct and complete copies of the certificates or articles of incorporation, articles of organization, bylaws, regulations or equivalent governing instrument, each as amended to the Closing Date, of each of the Companies, (iii) attached to such certificate is a true and correct copy of the shareholders or members resolutions of the Companies approving and consenting to the transactions contemplated by this Agreement, and (iv) the incumbency of each officer executing this Agreement and all documents and instruments executed in connection thereof.
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SECRETARY'S CLOSING CERTIFICATE. Purchasers shall have received a certificate dated the Closing Date in form and substance reasonably satisfactory to it from the Secretary or Assistant Secretary of the Company certifying that (i) attached to such certificate are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the transactions contemplated by this Agreement which remain in full force and effect, (ii) attached to such certificate are true, correct and complete copies of the certificates or articles of incorporation and by-laws of the Company, each as amended, to the Closing Date, and (iii) the incumbency of each officer of the Company executing this Agreement and all documents and instruments executed in connection therewith on behalf of the Company.
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Related to SECRETARY'S CLOSING CERTIFICATE

  • 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.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • 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.

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • 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 Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

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

  • 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.

  • 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.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

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