Seller Secretary’s Certificate Sample Clauses

Seller Secretary’s Certificate. A certificate of the secretary of each Seller certifying the signatures of all officers of each Seller executing this Agreement or any other agreement, document or instrument contemplated hereby and certifying as true and accurate the attached copies of: (1) such Seller’s certificate of incorporation as in effect at the time of the Closing, (2) such Seller’s by-laws as in effect at the time of the Closing, and (3) resolutions approved by the board of directors and shareholders of such Seller, in their capacity as such, authorizing the Agreement, the Schedules and Exhibits thereto and the transactions contemplated thereby.
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Seller Secretary’s Certificate. The Secretary of Seller shall have delivered to the Purchaser at the Closing a certificate and attached thereto resolutions of the Board of Directors of Seller adopting and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement.
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Seller Secretary’s Certificate. Buyer shall have received a certificate from Seller, Selling Subsidiary and of each of their respective Subsidiaries selling Transferred Assets hereunder, each duly executed by the secretary (or equivalent officer) of such Person and having attached thereto (i) the certificate of incorporation, certificate of formation, or equivalent document of such Person as in effect at the time of the Closing, (ii) the bylaws, operating agreement, or equivalent document of such Person as in effect at the time of the Closing, (iii) resolutions approved by the board of directors, board of managers, or similar governing body of such Person authorizing the transactions contemplated hereby, and (iv) good standing certificates (including tax good standing, if applicable) with respect to such Person from the applicable authority in such Person’s jurisdiction of incorporation or formation, dated a recent date before the Closing.
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Seller Secretary’s Certificate. A certificate, dated as of the Closing Date, executed by Seller’s Secretary on Seller’s behalf (i) certifying that the resolutions, as attached to such certificate, were duly adopted by Seller’s Board of Directors authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated hereby and that such resolutions remain in full force and effect, (ii) certifying that Seller has taken no action to dissolve and that no grounds exist for administrative or judicial action to dissolve Seller, and (iii) providing, as an attachment thereto, a certificate of good standing certified by the Secretary of State of the State of Delaware as of a date not more than 15 calendar days before the Closing Date and by Seller’s Secretary as of the Closing Date;
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Seller Secretary’s Certificate. Seller shall have delivered to Purchaser a certificate executed by the Secretary or an Assistant Secretary of Seller certifying as to (i)
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Seller Secretary’s Certificate. A certificate signed by the secretary or an assistant secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying the incumbency of each person executing any document on behalf of Seller delivered to Buyer pursuant hereto and further certifying that attached thereto is (i) a true and complete copy of the resolutions of the managing member of Seller, in form and substance reasonably satisfactory to Buyer, authorizing and approving this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto and the consummation of the transactions contemplated hereby and thereby; and (ii) a true and complete copy of a certificate of good standing or equivalent status for Seller, issued as of a recent date by the appropriate Governmental Authority in the State of Delaware.
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Seller Secretary’s Certificate. Buyer shall have received a certificate executed by the Secretary of the Seller certifying and attaching thereto (i) the Articles of Incorporation and Bylaws of the Seller, each as amended to date and (ii) copies of resolutions adopted by the Board of Directors of the Seller and the Seller shareholders and the Boards of Directors of the Seller Subsidiaries and the Seller Subsidiaries’ shareholders evidencing approval of the Acquisition and the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including the appointment of the Representative (in the case of the Seller and the Seller’s shareholders) and the matters set forth in Section 5.08 of this Agreement (in the case of the Seller and the Seller Subsidiaries), attached as Exhibit M. Exhibit M shall also include (i) proof from the Seller Subsidiaries and the Banks that the Subsidiaries Payment Amount shall be maintained at the Banks at the Closing Date (in addition to the other cash assets held by the Seller Subsidiaries in the Banks) and (ii) documentation of a change in members of the board of directors and officers of each of the Seller Subsidiaries to the designees of the Buyer.
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Related to Seller Secretary’s 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.

  • 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.

  • 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:

  • 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.

  • 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.

  • Physician's Certificate When a female employee applies for pregnancy leave she must provide her supervisor with a certificate from her physician stating that she is pregnant and giving the estimated date of delivery at least two weeks prior to the date she plans to commence the leave. In the case of a female employee who stops working prior to the commencement of her scheduled leave because of a birth, still-birth or miscarriage that happens earlier than the employee was expected to give birth, that employee must, within two weeks of stopping work, give her supervisor: (a) written notice of the date the pregnancy leave began or is to begin, and (b) a certificate from a legally qualified medical practitioner that, (i) states the date of the birth, still-birth or miscarriage and the date the employee was expected to give birth. When a female employee resigns without notifying her supervisor that she is pregnant and she has not applied for pregnancy leave, but within two weeks following her resignation, provides her supervisor with a certificate from her physician stating she was unable to perform her job duties because of a medical condition arising from her pregnancy and giving the estimated or actual delivery date, she shall be entitled to pregnancy leave if it is requested.

  • CUSTODIAN’S CERTIFICATE State Street Bank and Trust Company, as custodian for the Acquired Fund (the "Custodian"), shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, cash, and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

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