Certificate of Secretarial Officer Sample Clauses

Certificate of Secretarial Officer. The certificate of the Secretary of Seller, dated the Closing Date, with respect to the incumbency of limited liability company officers and their signatures, limited liability company good standing, and the resolutions of Seller’s board of directors and stockholders or board of managers and members, as applicable, authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated in this Agreement, which certification shall recite that such resolutions have not been subsequently amended, modified or rescinded and are in full force and effect.
Certificate of Secretarial Officer. The certificate of the Secretary or Assistant Secretary of Checkers, dated the Closing Date, with respect to the incumbency of corporate officers and their signatures, corporate good standing and the corporate director resolutions authorizing the transactions contemplated by this Agreement.
Certificate of Secretarial Officer. A certificate of the Secretary (or other applicable officer or manager) of the Company, PHL and Aztore dated the Closing Date with respect to corporate proceedings authorizing this Agreement (and other associated agreements) and the transactions contemplated thereunder.
Certificate of Secretarial Officer. The certificate of the Secretary of the Company, dated the Closing Date, with respect to the incumbency of the Company’s officers and their signatures, and good standing, and the resolutions of the Company’s board of directors and stockholder, as applicable, authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated in this Agreement, which certification shall recite that such resolutions have not been subsequently amended, modified or rescinded and are in full force and effect.
Certificate of Secretarial Officer. Certificates of the Secretary or an Assistant Secretary of Rall-Folks, dated the Xxxsing Date, with respect to the incumbency of corporate officers and their signatures, corporate good standing, and the corporate director and stockholder resolutions of Rall-Folks approving xxxx Agreement and the transactions contemplated by this Agreement.
Certificate of Secretarial Officer. The certificate of the Secretary of Seller, dated the Closing Date, with respect to the incumbency of corporate officers and their signatures, corporate good standing, and the resolutions of Seller's board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated in this Agreement, which certification shall recite that such resolutions have not been subsequently amended, modified or rescinded and are in full force and effect.
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Related to Certificate of Secretarial Officer

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • 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 Chief Financial Officer On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

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

  • 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.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Initial Officers The initial Officers shall take office upon the execution of this Agreement by the Member and shall be: Jose Lynch President Eddie Parades Senior Vice Presidenx xx Xxxxxtions John King Chief Financial Officer Roland Rapp Secretxxx

  • Director/Secretary The Corporate Seal of the Secretary of State for Education, hereunto affixed is authenticated by: ..........................................

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