Certificate of Secretary of Parent Sample Clauses

Certificate of Secretary of Parent. Company shall have received a certificate, validly executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the Certificate of Incorporation and the Bylaws of Parent, (ii) the valid adoption of resolutions of the Board of Directors of Parent approving this Agreement and consummation of the transactions contemplated hereby and thereby and (iii) such other matters as Company or its counsel shall reasonably request.
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Certificate of Secretary of Parent. Parent shall deliver to the Company a certificate, validly executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the copies of the articles of incorporation and bylaws of Parent and (ii) the valid adoption of resolutions of the Board of Directors of Parent (whereby this Agreement and the transactions contemplated hereby were approved by the Board of Directors).
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Certificate of Secretary of Parent. Buyer shall have received a certificate, validly executed by the Secretary or an Assistant Secretary of Parent, certifying as to (i) the terms and effectiveness of the Constating Documents of Parent, Seller and any Seller Affiliates executing any Ancillary Agreements, (ii) the valid adoption of resolutions of the Board of Directors of Parent approving this Agreement and the consummation of the transactions contemplated hereby and (iii) the incumbency of the officers executing this Agreement or any of the Ancillary Agreements to which Seller or any Seller Affiliate is a party.
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Certificate of Secretary of Parent. The Parent shall deliver a certificate, validly executed by the Secretary of the Parent, certifying as to (i) the terms and effectiveness of the Charter Documents for Parent and Merger Sub, (ii) to the extent required by Law, the valid adoption of resolutions of the Board of Directors of the Parent and Merger Sub (whereby the Merger and the transactions contemplated hereunder were approved by the Board of Directors), and (iii) that the shareholders of Parent and Merger Sub, to the extent required by Law or the Charter Documents, have adopted and approved the Merger, this Agreement and the transactions contemplated hereby.
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Certificate of Secretary of Parent. A certificate, validly executed by the Secretary of Parent, in the form attached hereto as Exhibit H;
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Certificate of Secretary of Parent. Company shall have been provided with a certificate executed by the Secretary or Assistant Secretary of Parent certifying: Resolutions duly adopted by the Board of Directors of Parent authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and the incumbency of the officers of Parent executing this Agreement and all agreements and documents contemplated hereby. Certificates of Merger Sub.
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Related to Certificate of Secretary of Parent

  • 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 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.

  • Secretary of State The Secretary of State of the State of Delaware.

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 6.3 hereof have been satisfied.

  • 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.

  • 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.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of the Company Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

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