Common use of Certificate of Secretary of Company Clause in Contracts

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. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness Organizational Documents of the Charter DocumentsCompany, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the BoardBoard of Directors), and (iii) the valid adoption of resolutions of the Company Stockholders constituting the Requisite Stockholder Vote and the Closing Stockholder Vote Approval (whereby the Merger, 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. 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 the First Merger, 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 Required Stockholder Vote and the Closing Stockholder Vote Votes (whereby the First Merger, 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. 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 the Merger, 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 Required Stockholder Vote and the Closing Stockholder Vote Votes (whereby the Merger, 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.