Corporate Certificate. The Underwriters shall have received at the Time of Closing a certificate, dated as of the Closing Date, signed by the Secretary of the Company, or such other officer(s) of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and by-laws of the Company; (b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Offered Securities by the Company and the authorization of this Underwriting Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the other agreements and transactions contemplated herein and therein; and (c) the incumbency and signatures of the signing officer(s) of the Company;
Corporate Certificate. Purchaser shall have delivered to Seller copies of resolutions adopted by its Board of Directors authorizing the transactions contemplated by this Agreement certified as of the Closing Date by the Secretary of Purchaser as being true, correct, and complete.
Corporate Certificate. The Shareholders and the Principals shall have delivered to the United Companies (a) copies of the articles of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, (b) copies of resolutions adopted by the Board of Directors and Shareholders of the Company authorizing the transactions contemplated by this Agreement, and (c) a certificate of good standing of the Company issued by the Secretaries of State of the States of Arizona and Michigan as of a date not more than 10 days prior to the Effective Date, certified in the case of clauses (a) and (b) of this Section as of the Effective Date by the Secretary of the Company as being true, correct and complete.
Corporate Certificate. Seller shall have delivered to Buyer (i) copies of the organizational documents of Seller as in effect immediately prior to the Closing Date, and (ii) copies of resolutions adopted by the Board of Directors and the shareholders of Seller authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing of Seller issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by the chief executive officer of Seller as being true, correct and complete.
Corporate Certificate. The Company and AVS shall have delivered to KAV (i) copies of the Certificate of Incorporation and Bylaws of each of the Company and AVS as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by the Board of Directors and the shareholders of the Company, and by the Board of Directors of AVS, authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing for the Company and AVS issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) Business Days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by their respective Secretary, as applicable, as being true, correct and complete.
Corporate Certificate. Merger Sub shall have delivered to the Sellers’ Representative a certificate dated as of the Closing Date and signed on the Company’s behalf by an officer of the Company certifying as follows: (a) Merger Sub’s certificate of incorporation and bylaws, or equivalent organizational documents, attached to such certificate is true, correct and complete, in full force and effect in the form attached to such certificate from and after the date of the adoption of the resolutions referred to in clause (b) below, and no amendment to such Certificate of Incorporation has occurred from and after the date of the last amendment annexed thereto; (b) the resolutions of the sole stockholder, if applicable, and the Board of Directors of Merger Sub attached to such certificate authorizing this Agreement, the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements were duly adopted at a duly convened meeting thereof or by written consent, remain in full force and effect, and have not been amended, rescinded or modified; and (c) the incumbency of its directors and officers as of the Closing.
Corporate Certificate. The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, a certificate of the Secretary or an Assistant Secretary of the Borrower and each other Credit Party, dated the Closing Date, substantially in the form attached hereto as Exhibit C, and such certificate shall be satisfactory in form and substance to the Administrative Agent.
Corporate Certificate. On the Sale Date, Purchaser shall have received from Seller a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the Interim Servicing Agreement and the consummation of the transactions contemplated hereby and thereby, together with such other certificates of incumbency and other evidences of corporate authority as Purchaser or its counsel may reasonably request.
Corporate Certificate. The Seller shall have delivered to the Purchaser (i) copies of the Charter Documents as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by its Board of Directors authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing issued by the Secretary of State of the State of Nevada as of a date not more than ten (10) days prior to the Closing Date, certified in the case of subsections (i) and (ii) as of the Closing Date by the Secretary of the Seller as being true, correct and complete. The resolutions mentioned herein shall be in conformance with the rules and regulations of the Securities and Exchange Commission, and shall reflect the result of an information statement giving the shareholders notice of the intent of the holders of more than fifty percent (50%) of the Sellers outstanding common stock to approve the terms of this Agreement. If such holders reject this Agreement then this Agreement shall become void and all funds deposited by Purchaser shall be immediately refunded by the Escrow Agent. This contingency shall survive due diligence.
Corporate Certificate. Kadmon shall have delivered to AbbVie a certificate dated as of the Closing Date and signed on Kadmon’s behalf by an officer of Kadmon certifying as follows: (a) Kadmon’s Certification of Incorporation, or equivalent organizational document, attached to such certificate is true, correct and complete, in full force and effect in the form attached to such certificate from and after the date of the adoption of the resolutions referred to in clause (b) below, and no amendment to such Certificate of Incorporation has occurred from and after the date of the last amendment annexed thereto; and (b) the resolutions of the members, if applicable, and the Board of Directors of Kadmon attached to such certificate authorizing this Agreement, the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements were duly adopted at a duly convened meeting thereof or by written consent, remain in full force and effect, and have not been amended, rescinded or modified.
