Common use of Corporate Actions Clause in Contracts

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement and the Related Agreements, the election of the Board of Directors and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, and the stockholders of the Company evidencing the approval of the Series A Certificate, the approval of this Agreement and Agreement, the Related Agreements, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders shareholders of the Company evidencing the amendment to the Company's Articles of Incorporation providing for the authorization of the Purchased Shares, the approval of this Agreement and the Related AgreementsAgreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of ----------------- Directors and, if required, the stockholders shareholders of the Company evidencing the approval of the Restated Articles, the approval of this Agreement and the Related Agreements, Rights Agreement and the election issuance of the Board of Directors Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement and the Related Agreements, the election of the Board of Directors and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement and the Related AgreementsAgreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board board of Directors and, if required, directors and the stockholders shareholders of the Company evidencing approving the Restated Articles and providing for the authorization of the Purchased Shares, the approval of this Agreement and the Related Agreements, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete hereby and correctthereby.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, and the stockholders of the Company evidencing providing for the approval of this Agreement and the Related other Operative Agreements, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board board of Directors and, if required, directors and the stockholders shareholders of the Company evidencing approving the Second Restated Articles and providing for the authorization of the Purchased Shares, the approval of this Agreement and the Related Agreements, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete hereby and correctthereby.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement and the Related AgreementsAgreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing approving the approval of Restated Certificate, this Agreement and the Related AgreementsAgreement, the election of Voting Agreement, the Board of Directors Investors' Rights Agreement and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the amendment to the Company's Certificate of Incorporation and the Certificate of Designation providing for the authorization of the Purchased Shares, the approval of this Agreement, the Investors' Rights Agreement and the Related AgreementsWarrants, the election issuance of the Board of Directors Purchased Shares and the Warrants and the other matters contemplated hereby, certified by the Secretary or Assistant Secretary of the Company to be true, as true and complete and correctcopies thereof as of the Closing.

Corporate Actions. A copy of the resolutions of the Board of Directors Directors, and, if required, the stockholders of the Company evidencing the amendment to the Certificate providing for the authorization of the Shares, the approval of this the Stockholders' Agreement and the Related Agreements, the election consummation of the Board transactions contemplated hereby and thereby, including the issuance and sale of Directors the Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correctthereby.

Corporate Actions. A copy of the resolutions of the Board of ----------------- Directors and, if required, the stockholders of each of Parent and the Company evidencing the approval of this Agreement and each of the Related AgreementsTransaction Documents, the election issuance of the Board of Directors Shares, the Warrants, the Warrant Shares and the other matters contemplated herebyhereby and by the Reorganization Agreement, certified by the Secretary of each of the Company and Parent to be true, complete and correct, which remain unamended and in full force and effect.

Corporate Actions. A copy of the resolutions of the ----------------- Board of Directors andevidencing its approval, if required, the stockholders of the Company evidencing including the approval of a majority of the Company's disinterested directors, of this Agreement and the Related AgreementsAgreement, the election issuance of the Board of Directors Stand-By Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of ----------------- Directors and, if required, the stockholders shareholders of the Company evidencing the authorization of the amendment to the Company's Articles of Incorporation providing for the authorization of the Series D Stock, the approval of this Agreement, the Investors' Rights Agreement, the Voting Agreement and the Related AgreementsCo-Sale Agreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board ----------------- of Directors andevidencing its approval, if required, the stockholders of the Company evidencing including the approval of a majority of the Company's disinterested directors, of this Agreement and the Related AgreementsAgreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board ----------------- of Directors and, if required, and the stockholders of the Company evidencing the adoption and approval of the Restated Certificate and the Restated Bylaws, the authorization of issuance and sale of the Purchased Shares, the approval of this Agreement and the Related other Transaction Agreements, the election of the Board of Directors and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete hereby and correctthereby.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval amendment to the Company's Certificate of this Agreement and Incorporation providing for the Related Agreements, the election authorization of the Board of Directors and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correctSeries A Stock.

Corporate Actions. (i) A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement, the Investors' Rights Agreement, the Co- Sale Agreement, the Registration Rights Agreement and the Related AgreementsLetter Agreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board ----------------- of Directors and, if required, the stockholders of the Company Investor evidencing the approval of this Agreement, the Investors' Rights Agreement, the Co-Sale Agreement, the Registration Rights Agreement, the Letter Agreement, the Commercial Agreement and the Related AgreementsVoting Agreement, the election issuance of the Board of Directors Investor Common Shares and the other matters contemplated hereby, certified by the Secretary of the Company Investor to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders shareholders of the Company evidencing approval of the Articles, the Certificate of Designation and the Bylaws, the approval of this Agreement and the Related Agreements, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company ----------------- evidencing the approval of this Agreement and the Related AgreementsAgreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement and the Related AgreementsAgreement, the election Transaction Documents, the issuance of the Purchased Shares, the New Stock Option Plan, the Relocation, the Board of Directors Recommendations with respect to any Shareholder Approvals with respect thereto and the other matters all transactions contemplated hereby, certified by the Secretary of the Company to be true, complete and correctthereby.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of this Agreement and the Related Agreementsand, the election Transaction Documents and all transactions contemplated thereby and, the issuance of the Board of Directors and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correctPurchased Shares.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of the Restated Certificate, the approval of this Agreement and the Related Agreements, Rights Agreement and the election issuance of the Board of Directors Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company evidencing the approval of the Company Certificate, providing for the approval of this Agreement and the Related Agreements, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, and the stockholders of the Company evidencing the approval of the Certificate, the approval of this Agreement and Agreement, the Related Agreements, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary or the Assistant Secretary of the Company to be true, complete and correct.

Corporate Actions. A copy of the resolutions of the Board of Directors and, if required, and the stockholders of the Company evidencing the approval of the Certificate, this Agreement and the Related AgreementsAgreement, the election issuance of the Board of Directors Purchased Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correct.. (d)

Corporate Actions. A copy of the resolutions of the Board of Directors Directors, and, if required, the stockholders of the Company evidencing the amendment to the Certificate providing for the authorization of the Shares, the approval of this Agreement the Transaction Documents and the Related Agreements, the election consummation of the Board transactions contemplated hereby and thereby, including the issuance and sale of Directors the Shares and the other matters contemplated hereby, certified by the Secretary of the Company to be true, complete and correctthereby.