Common use of Proof of Corporate Action Clause in Contracts

Proof of Corporate Action. Such Purchaser shall have received from the Company copies, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related Agreements.

Proof of Corporate Action. Such The Purchaser shall have received from the Company copies, certified by a duly duly-authorized officer thereof thereto to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related Agreementstransactions contemplated thereunder.

Proof of Corporate Action. Such Purchaser The Vendors and the Company shall have received from the Company Purchaser copies, certified by a duly duly-authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreement.

Proof of Corporate Action. Such Purchaser Sellers shall have received from the Company Purchaser copies, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate and stockholder action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related Agreementsother Transaction Agreements to which Purchaser is a party.

Proof of Corporate Action. Such The Purchaser shall have received from the Company copiesa copy, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreement.

Proof of Corporate Action. Such The Purchaser shall have received from the Company copiesCorporation a copy, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreement.

Proof of Corporate Action. Such Purchaser shall have received from the Company copiesCompany, as necessary, copies certified by a duly authorized officer the Secretary thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreements to which the Company is a party.

Proof of Corporate Action. Such Purchaser The Purchasers shall have received from the Company copies, copies certified by a duly authorized the Secretary or other appropriate officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreements to which the Company is a party.

Proof of Corporate Action. Such Purchaser shall have received from the Company Sellers copies, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate and shareholder action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsTransaction Agreements to which Tan or WGP is a party.

Proof of Corporate Action. Such Purchaser shall have received from the Company copies, copies certified by a duly authorized officer the Secretary thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreements to which the Company is a party.

Proof of Corporate Action. Such Purchaser The Sellers shall have received from each of the Company copiesPurchaser and Gold Bag a copy, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreement.

Proof of Corporate Action. Such Purchaser The Company shall have received from each of the Company copiesPurchaser and Gold Bag a copy, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreement.

Proof of Corporate Action. Such Purchaser shall have received from the Company and each Subsidiary copies, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records resolutions of all corporate action taken by the Board of Directors of each Subsidiary and the Board of Directors and (to the extent required under applicable Law or the requirements of NASDAQ) the stockholders of the Company to authorize authorizing the Transactions and the execution, delivery and performance of this Agreement and each of the Related AgreementsRegistration Rights Agreement.

Proof of Corporate Action. Such The Purchaser shall have received from the Company copies, copies certified by a duly authorized officer the Secretary thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related AgreementsAgreements to which the Company is a party.

Proof of Corporate Action. Such Purchaser The Sellers shall have received from the Company Purchaser and Holdings copies, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate and shareholder action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related Agreementsagreements contemplated hereby to which Purchaser or Holdings is a party.

Proof of Corporate Action. Such Purchaser shall have received from the Company copies, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Related Agreements.

Proof of Corporate Action. Such The Purchaser shall have received from the Company copies, certified by a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Financing Agreements or Related AgreementsAgreements to which such Person is or is to become a party.