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.
Secretary’s Certificate of the Company. The Representatives shall have received a certificate of the secretary of the Company certifying resolutions of the Company’s Board of Directors approving the Underwriting Agreement and the transactions contemplated thereby.
Secretary’s Certificate of the Company. Pubco shall have received a certificate, dated as of the Closing Date, from the Secretary of the Company, certifying (i) as to the incumbency and signatures of the officers of the Company, who shall execute this Agreement and documents at the Closing and (ii) that attached thereto is a true and complete copy of (A) the articles or certificate of incorporation of the Company and all amendments thereto, (B) the bylaws of the Company and all amendments thereto, and (C) resolutions of the Board of Directors of the Company and its shareholders authorizing the execution, delivery and performance of this Agreement by the Company.
Secretary’s Certificate of the Company. The Purchaser shall have received a certificate of the Secretary of the Company certifying (i) a true and complete copy of the resolutions duly and validly adopted by the members and managers of the Company, evidencing the authorization of the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, (ii) the names and signatures of the members and manager of the Company authorized to sign this Agreement and the other documents to be delivered hereunder and (iii) a true and complete copy of the Articles of Organization and Operating Agreement of the Company.
Secretary’s Certificate of the Company. A certificate, in a form satisfactory to Buyer, signed by the secretary of the Company and dated as of the Closing Date, certifying: (x) the Articles of Incorporation; and (y) the Bylaws;
Secretary’s Certificate of the Company. The Buyers shall have -------------------------------------- received a Certificate of the Secretary of the Company stating that (i) no document has been filed relating to or affecting the Certificate of Incorporation of the Company after the date of the Certificate of the Secretary of State of the State of Delaware furnished pursuant to Section 8.7, and (ii) attached to the Certificate is a true and complete copy of the Certificate of Incorporation and By-Laws of the Company, as in full force and effect at the Closing Date, and an incumbency certificate identifying and showing the signature of each officer of the Company executing the documents contemplated hereby.
Secretary’s Certificate of the Company. Pubco shall have received a certificate of the secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Pubco, as to: (i) the certificate of incorporation of the Company; (ii) the bylaws of the Company; and (iii) any resolutions of the board of directors of the Company relating to this Agreement and the transactions contemplated hereby.
Secretary’s Certificate of the Company. The Company shall have delivered to Parent a certificate of the Secretary or an Assistant Secretary of the Company, duly executed as of the Closing Date, certifying: (i) the good standing of the Company under the laws of the State of Delaware and attaching thereto a good standing certificate of the Company certified by the Secretary of State of the State of Delaware and dated no more than two (2) Business Days prior to the Closing Date, (ii) unanimous resolutions of the board of directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder and (iii) the incumbency and signatures of the officers of the Company and as to the signatures of such officers who have executed this Agreement and the other Transaction Documents on behalf of the Company.
Secretary’s Certificate of the Company. The Purchaser shall have received a certificate of the Secretary or Assistant Secretary of the Company setting forth (i) a copy of the resolutions adopted by the board of directors of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) a copy of the Company's Articles of Incorporation certified by the Secretary of State of the State of Washington as of a date no more than ten (10) days prior to the Closing Date, (iii) a copy of the Bylaws, together with a signature and incumbency certificate, and (iv) a certificate of good standing from the Secretary of State or other equivalent authority in the State of Washington and every other state and foreign jurisdiction where the Company is authorized to do business, as of a date no more than ten (10) days prior to the Closing Date.
Secretary’s Certificate of the Company. A certificate duly executed and delivered by the Secretary or Assistant Secretary or comparable duly authorized officer of the Company and each Company Subsidiary (A) attaching copies of (1) the certificate of formation and the pre-Closing limited liability company agreement (or comparable documents) of the Company and each Company Subsidiary, in each case as amended and/or restated and in effect as of immediately prior to the Closing, and (2) the resolutions adopted by the sole manager and sole member of the Company approving, adopting and authorizing the execution and delivery of this Agreement and the performance of the Transactions by the Company, and (B) attesting and certifying that such attached copies are true, complete and correct copies and such documents and resolutions are in full force and effect and have not been amended, rescinded or revoked.
