Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.
Certificate of Secretary of Company. Purchaser shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents and (ii) the valid adoption of resolutions of the Board of Directors of the Company whereby the Transaction was unanimously approved by the Board of Directors.
Certificate of Secretary of Company. Acquiror shall have received a certificate, validly executed by the Secretary of the Company certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Company Board) and (iii) that the Required Stockholder Approval has been obtained.
Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder and the additional matters identified in Section 4.8(b) and, if required, Section 4.8(e) hereof, were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Requisite Stockholder Vote have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby and approval of any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of 280G of the Code.
Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder, were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Requisite Stockholder Vote have adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby and approval of any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of 280G of the Code.
Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board (whereby this Agreement and the transactions contemplated hereunder were unanimously approved by the Board), and (iii) the valid adoption of resolutions of the Company Stockholders constituting the Requisite Stockholder Vote and the Closing Stockholder Vote (whereby this Agreement and the consummation of the transactions contemplated hereby were approved) and (iv) the results of any vote of the Company Stockholders with respect to the approval or disapproval of any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of 280G of the Code.
Certificate of Secretary of Company. Buyer shall have received a certificate, validly executed by the Chief Executive Officer of the Company, certifying as to (i) the valid adoption of resolutions of the Board of Directors of the Company, and (ii) that the Shareholders constituting at least 80% of the voting power of the Company have approved this Agreement and the consummation of the transactions contemplated hereby, and (iii) that Shareholders holding at least 80% of the issued and outstanding share capital of the Company have executed this Agreement either as Executing Shareholders or as Consenting Shareholders.
Certificate of Secretary of Company. Acquiror shall have received a certificate, dated as of the Closing Date, in the form attached hereto as Exhibit J, validly executed by the Secretary of the Company, having attached thereto (i) the Company Certificate of Incorporation and Company Bylaws, (ii) the constituting documents for each of the Company Subsidiaries, (iii) the resolutions of the board of directors of the Company (whereby the Merger and the transactions contemplated by this Agreement were approved by the board of directors of the Company), (iv) the Stockholder Vote by the Stockholders and (v) the incumbency of the executive officers of the Company.
Certificate of Secretary of Company. Acquiror shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the articles of incorporation, as amended, and the bylaws, as amended, of the Company, (ii) the valid adoption of resolutions of the board of directors of the Company unanimously approving the Merger, this Agreement and the transactions contemplated by this Agreement, and (iii) the valid adoption of resolutions of Shareholders holding not less than fifty percent (50%) of the outstanding shares of Company Capital Stock adopting this Agreement and approving the Merger and the transactions contemplated by this Agreement.
Certificate of Secretary of Company. The Company shall deliver to Parent and the Merger Sub a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the copies of the Charter Documents attached thereto; (ii) the valid adoption of resolutions of the Board of Directors of the Company attached thereto (whereby this Agreement, the Merger and the other transactions contemplated hereby were unanimously approved by the Board of Directors), and (iii) the valid adoption of resolutions of the Stockholders attached thereto (whereby this Agreement, the Merger and the other transactions contemplated hereby were approved).
