Common use of Certificate of Secretary of Company Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quotient Technology Inc.)

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Certificate of Secretary of Company. Acquiror The Company shall have received deliver a certificate, validly executed by the Secretary of the Company Company, certifying as to (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Company Board Company’s board of directors (whereby the Merger Merger, this Agreement, the Related Agreements and the transactions contemplated hereunder hereby and thereby were unanimously approved by the Company Board) and board of directors), (iii) that the Required Stockholder Approval has been obtainedShareholders have unanimously adopted and approved the Merger, this Agreement, the Related Agreements and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altiris Inc)

Certificate of Secretary of Company. Acquiror shall have received a certificate, validly executed by the Secretary of the Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E2open Inc)

Certificate of Secretary of Company. Acquiror shall have received a certificate, validly executed by the Secretary of the Company Company, certifying as to (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 shall have been obtained.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Twitter, Inc.)

Certificate of Secretary of Company. Acquiror The Company shall have received deliver a certificate, validly executed by the Secretary of the Company Company, certifying as to (i) as to the terms and effectiveness of the Charter Documentsarticles of organization and by-laws of the Company, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company Board (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Company Board) Board of Directors), and (iii) that the Required Stockholder Approval has been obtainedvalid adoption and approval by the shareholders of the Company of the Merger, this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Salary. Com, Inc.)

Certificate of Secretary of Company. Acquiror shall have received a A certificate, validly executed by the Secretary of the Company Company, certifying (i) as to (A) the terms and effectiveness of the Charter Documents, ; (iiB) as to the valid adoption of resolutions of the Board of Directors of the Company Board (whereby the Merger Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board) Board of Directors); and (iiiC) that the Required Stockholder Shareholders constituting the Requisite Shareholder Approval has been obtainedhave adopted and approved the Merger, this Agreement and the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rambus Inc)

Certificate of Secretary of Company. Acquiror The Company shall have received deliver a certificate, validly executed by the Secretary of the Company Company, certifying as to (i) as to the terms and effectiveness of the Charter Documents, and (ii) as to the valid adoption of resolutions of the Board of Directors of the Company Board (whereby the Merger and the transactions contemplated hereunder requiring approval of the Board of Directors were unanimously approved by the Company Board) and (iii) that the Required Stockholder Approval has been obtainedBoard of Directors).

Appears in 1 contract

Samples: Stock Purchase Agreement (Compuware Corp)

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Certificate of Secretary of Company. Acquiror The Company shall have received deliver a certificate, validly executed by the Secretary of the Company 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 Board (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Company BoardBoard of Directors) and (iii) that the Required Stockholders constituting the Sufficient Stockholder Approval has been obtainedVote have approved this Agreement and the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rovi Corp)

Certificate of Secretary of Company. Acquiror shall have received a certificatecertificate in form and substance satisfactory to Acquiror, validly executed by the Secretary of the Company 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 First Merger and the transactions contemplated hereunder were unanimously approved by the Company Board) , and (iii) that the Required Stockholder Approval has been obtained.been

Appears in 1 contract

Samples: Agreement and Plan of Merger (10x Genomics, Inc.)

Certificate of Secretary of Company. Acquiror The Company shall have received deliver a certificate, validly executed by the Secretary of the Company Company, certifying as to (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 Board (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Company Board) Board of Directors), and (iii) that the Required Stockholder Approval has been obtainedShareholders have adopted and approved the Merger, this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compuware Corp)

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