Secretary’s or Assistant Secretary’s Certificate Sample Clauses

Secretary’s or Assistant Secretary’s Certificate. A certificate of the Secretary or an Assistant Secretary of the Company, dated the Effective Date, certifying the names and true signatures of the officers of the Company authorized to execute and deliver this Agreement, the Notes, and the other documents to which it is a party and to be delivered hereunder;
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Secretary’s or Assistant Secretary’s Certificate. A certificate of the Secretary or an Assistant Secretary of the Subsidiary Guarantor, dated the Amendment Effective Date, certifying the names and true signatures of the officers of the Subsidiary Guarantor authorized to execute and deliver the Subsidiary Guaranty;
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Secretary’s or Assistant Secretary’s Certificate. Harveys shall have received from the Company and Lily Pond certificates, dated the Closing Date, of a Secretary or Assistant Secretary of the Company or Lily Pond, as the case may be, certifying the incumbency of those officers of the Company or Lily Pond, as the case may be, executing this Agreement and any closing document delivered hereunder. Attached to such certificate as Exhibit A shall be a copy of the Certificate of Incorporation and By-Laws of the Company or Lily Pond, as the case may be, certified by such Secretary or Assistant Secretary as in effect (except as otherwise specified in such certificate) at all times since the date of the first resolution referred to in the next succeeding sentence. Attached to such certificate as Exhibit B shall be certified copies of the resolutions of the Board of Directors of the Company or Lily Pond, as the case may be, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.
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Secretary’s or Assistant Secretary’s Certificate. A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Restatement Date, certifying the names and true signatures of the officers of the Borrower authorized to execute and deliver this Second Amendment and Restatement and the other documents to be delivered hereunder.
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Secretary’s or Assistant Secretary’s Certificate. The Lender shall have received a certificate of the Secretary or Assistant Secretary of the Broker/Dealer, in form and substance satisfactory to Lender, (i) attaching true, correct and complete copies of its certificate of formation, certified as of a recent date by the Secretary of State (or analogous official) of the 9 RIDER A TO SUBORDINATED LOAN AGREEMENT jurisdiction of its formation, and its, (ii) attaching resolutions of its Board of Managers or other managing person authorizing the execution, delivery and performance of the Loan Documents and certifying that (A) such resolutions were duly adopted and are in full force and effect and (B) no other resolutions relating to the transactions contemplated thereby have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers and (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its formation and the jurisdiction in which it maintains its chief executive office.
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Related to Secretary’s or Assistant Secretary’s Certificate

  • Assistant Secretary The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Trustees (or if there be no determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

  • 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.

  • Secretary; Assistant Secretary The Secretary shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of the Shareholders or Trustees, an Assistant Secretary, or if there be none or if he or she is absent, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books. Any Assistant Secretary shall have such duties and powers as may be designated from time to time by the Trustees or the President.

  • 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 and Assistant Secretary The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

  • Secretary and Assistant Secretaries The secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books shall be kept at the principal office of the Trust. In the absence of the secretary from any meeting of shareholders or Trustees, an assistant secretary, or if there be none or he or she is absent, a temporary clerk chosen at the meeting shall record the proceedings thereof in the aforesaid books.

  • 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:

  • Assistant Treasurers and Assistant Secretaries The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the chairman and chief executive officer, the president or the Management Committee.

  • Secretary “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.

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