Clerk's Certificate Clause Samples
A Clerk's Certificate is a formal document issued by a corporate secretary or clerk to certify the authenticity of certain corporate records or actions. Typically, it is used to confirm that specific resolutions were duly adopted by a company's board of directors or shareholders, or to verify the incumbency and authority of officers to act on behalf of the company. This clause ensures that third parties, such as banks or contractual counterparties, can rely on the certified information as accurate and official, thereby facilitating transactions and reducing the risk of disputes over corporate authority or documentation.
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Clerk's Certificate. The Clerk or an Assistant Clerk of the Company shall deliver to the Investors at such Closing a certificate, dated as of the Closing, certifying: (a) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (b) that attached thereto is a true and complete copy of all resolutions and votes adopted by the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Right of First Refusal and Co-Sale Rights Agreement, the Series A and B Amendment and the Stockholders Agreement, the issuance, sale and delivery of the Shares and reservation, issuance and delivery of the Series C Conversion Shares, and that all such votes are in full force and effect and are all the votes adopted in connection with the transactions contemplated by this Agreement, the Right of First Refusal and Co-Sale Rights Agreement and the Stockholders Agreement; (c) that attached thereto is a true and complete copy of the Articles of Amendment and the Restated Articles of Organization, as in effect on the date of such certification; and (d) to the incumbency and specimen signature of certain officers of the Company.
Clerk's Certificate. The Borrower shall have delivered to the Lender a certificate of its Clerk as to (i) its charter documents and by-laws, as amended, (ii) corporate votes authorizing the execution and delivery of the Loan Documents, and (iii) incumbency of the officers authorized to execute the Loan Documents on behalf of the Borrower.
Clerk's Certificate. The Company shall have delivered a certificate of the Clerk of the Company, dated as of the Closing Date, certifying as to (i) the incumbency of the officers of the Company executing documents executed and delivered in connection herewith, (ii) the copies of the Articles of Organization and By-Laws, each as in effect from the date of this Agreement until the Closing Date, and (iii) a copy of the votes of the Company Board authorizing and approving the applicable matters contemplated hereunder.
Clerk's Certificate. The Clerk or an Assistant Clerk of the Company shall deliver to the Investors at such Closing a certificate, dated as of the Closing, certifying: (a) that attached thereto is a true and complete copy of all waivers obtained from, and resolutions and votes adopted by, the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Series H Notes, the Non-Convertible Notes, the Right of First Refusal and Co-Sale Rights Agreement and the Amendment and Waiver, the issuance, sale and delivery of the Note Shares and reservation, issuance and delivery of the Conversion Shares; (b) that attached thereto is a true and complete copy of the Amended and Restated Certificate of Incorporation, as in effect on the date of such certification; and (c) to the incumbency and specimen signature of certain officers of the Company.
Clerk's Certificate. The Clerk or an Assistant Clerk of the Company shall deliver to the Investor at such Closing a certificate, dated as of the Closing, certifying: (a) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (b) that attached thereto is a true and complete copy of all resolutions and votes adopted by the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Right of First Refusal and Co-Sale Rights Agreement and the Series A, B and C Amendment, the issuance, sale and delivery of the Shares and reservation, issuance and delivery of the Series F Conversion Shares, and that all such votes are in full force and effect and are all the votes adopted in connection with the transactions contemplated by this Agreement and the Right of First Refusal and Co-Sale Rights Agreement; (c) that attached thereto is a true and complete copy of the Articles of Amendment and the Restated Articles of Organization, as in effect on the date of such certification; and (d) to the incumbency and specimen signature of certain officers of the Company.
Clerk's Certificate. Parent shall have delivered a certificate of the Clerk of Parent, dated as of the Closing Date, certifying as to (a) the incumbency of officers of Parent executing documents executed and delivered in connection herewith, (b) a copy of the By-Laws of Parent, as in effect on the Closing Date, and (c) a copy of the resolutions of the Board of Directors of Parent authorizing and approving the applicable matters contemplated hereunder.
Clerk's Certificate. The Seller shall have delivered to the Purchaser a certificate or certificates dated as of the Closing Date and signed on its behalf by its Clerk to the effect that (i)(A) the copy of the Seller's articles of organization attached to the certificate is true, correct and complete, (B) no amendment to such articles of organization has occurred since the date of the last amendment annexed (such date to be specified), (C) a true and correct copy of the Seller's bylaws as in effect on the date thereof and at all times since the adoption of the resolution referred to in (D) is annexed to such certificate, (D) the resolutions by the Seller's and Shareholder's boards of directors and Shareholder authorizing the actions taken in connection with the sale of the Purchased Assets, including, without limitation, the execution, delivery and performance of this Agreement, were duly adopted and continue in force and effect (a copy of such resolutions to be annexed to such certificate); and (ii) setting forth the Seller's incumbent officers and including specimen signatures on such certificate or certificates as their genuine signatures.
Clerk's Certificate. Contemporaneously with the execution of this Agreement, GTC shall deliver to Genzyme resolutions of the Board of Directors of GTC authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Clerk of GTC as of the date hereof.
Clerk's Certificate. CWS shall have received a certificate, dated as of the Closing Date, signed by the Clerk of the Company and certifying as to: (i) the Company’s Articles of Incorporation and Bylaws; (ii) the incumbency of its officers executing this Agreement; and (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by each of them of this Agreement.
Clerk's Certificate. The Seller shall deliver to the Buyer a certificate from the Seller's Clerk in a form acceptable to the Buyer concerning the adoption of votes authorizing the transactions contemplated by this agreement and the incumbency of those officers of the Seller authorized to act pursuant to such votes as of the Closing.