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. SECTION 6
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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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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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Related to SECRETARY'S CLOSING CERTIFICATE

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

  • 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.

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Officer’s Closing Certificate Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the Term Loan and any Revolving Loans on the Closing Date, the conditions specified in Sections 3.1(e) and (f) and Sections 3.2(a), (b) and (c) are satisfied as of the Closing Date.

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

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

  • 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.

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