Common use of Certificate of Secretary Clause in Contracts

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

Certificate of Secretary. The Company Parent shall have delivered to Parent the Company a certificate executed by the Secretary of the Company Parent certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company Parent authorizing this Agreement and the MergerTransactions (including the authorizations described in Section 4.18 above); (ii) the Certificate of Incorporation and Bylaws of the Company Parent as in effect immediately prior to the Effective TimeClosing Date, including all amendments thereto; and (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company Parent executing this Agreement and all agreements and documents 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 MergerTransactions; (ii) the Certificate of Incorporation and Bylaws of the Company Charter Documents as in effect immediately prior to the Effective TimeClosing Date, including all amendments thereto; and (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. 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 shareholders 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. The Company and the Shareholder shall have delivered to Parent Buyer a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company and the Shareholder, as the case may be, authorizing this Agreement and the MergerTransactions; (ii) the Certificate of Incorporation and Bylaws of the Company Charter Documents as in effect immediately prior to the Effective TimeClosing Date, including all amendments thereto; and (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. The Company Parent shall have delivered to Parent the Company a certificate executed by the Secretary of the Company Parent certifying: (i) resolutions duly adopted by the Board of Directors and stockholders shareholders of the Company Parent and Merger Sub, respectively, authorizing this Agreement and the Merger; (ii) the Certificate Articles of Incorporation and Bylaws of the Company Parent as in effect immediately prior to the Effective Time, including all amendments thereto; and (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company Parent executing this Agreement and all agreements and documents 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 Stockholders authorizing this Agreement and the Merger; (ii) the Certificate Articles of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration CertificateSpreadsheet; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents 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 Articles of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; and (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. The Company Parent shall have delivered to Parent the Company a certificate executed by the Secretary of the Company Parent certifying: (i) resolutions duly adopted by the Board of Directors and stockholders Board of the Company Managers of Parent and Merger Sub, respectively, authorizing this Agreement and the Merger; (ii) the Certificate Articles of Incorporation and Bylaws of the Company Parent as in effect immediately prior to the Effective Time, including all amendments thereto; and (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company Parent executing this Agreement and all agreements and documents contemplated hereby.

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

Certificate of Secretary. The Company shall have delivered to Parent Buyer 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 MergerTransactions; (ii) the Certificate of Incorporation and Bylaws of the Company Charter Documents as in effect immediately prior to the Effective TimeClosing Date, including all amendments thereto; and (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. 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 shareholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate Articles 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. The Company Parent shall have delivered to Parent the Company a certificate executed by the Secretary of the Company Parent certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company Parent and Merger Sub, respectively, authorizing this Agreement and the Merger; (ii) the Certificate Articles of Incorporation and Bylaws of the Company Parent as in effect immediately prior to the Effective Time, including all amendments thereto; and (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company Parent executing this Agreement and all agreements and documents 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 Managers, Company Members and stockholders of the Company note holders authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation Formation and Bylaws Operating Agreement 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. The Company Parent shall have delivered to Parent the Company a certificate executed by the Secretary of the Company Parent certifying: (i) resolutions duly adopted by the Board of Directors of Parent and stockholders the manager and member of the Company Merger Sub, respectively, authorizing this Agreement and the Merger; (ii) the Certificate Charter Documents of Incorporation Parent and Bylaws of the Company Merger Sub as in effect immediately prior to the Effective Time, including all amendments thereto; and (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company Parent and Merger Sub (if any) executing this Agreement and all agreements and documents 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; and (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.