Common use of Resolutions Clause in Contracts

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer), of the resolutions, duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)) of Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, duly and validly adopted by resolutions of the Purchaser's Supervisory Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Seller The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Company, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Buyer, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Buyer evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.

Resolutions. Seller The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, duly and validly adopted by resolutions of the Purchaser's Supervisory Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Seller Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)each of the Sellers, of the resolutions, resolutions duly and validly adopted by the Board of Directors or other governing body of Purchaser each of the Sellers evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby.

Resolutions. Seller The Sellers shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary of each of the Purchaser (or equivalent officer)and the Purchaser Guarantor, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser and the Purchaser Guarantor evidencing its their authorization of the execution and delivery of each of this Agreement and the Assumption Agreement to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby.

Resolutions. Seller The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Seller The Seller's Representative shall have received a true and complete copy, certified by an officer of the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Buyer, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Buyer evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby.

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Seller The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser (or equivalent officer), of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Purchaser as contemplated hereby and the consummation of the transactions contemplated hereby;

Resolutions. The Seller shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent similar officer), ) of Parent and Buyer of the resolutions, resolutions duly and validly adopted by the Board board of Directors directors and stockholders of Purchaser Parent and Buyer evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)each Seller and the Seller Guarantor, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser each Seller and the Seller Guarantor evidencing its their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer), copy of the resolutions, duly and validly adopted by resolutions of the Board of Directors of Purchaser evidencing its authorization of Purchaser, certified by Purchaser’s Secretary, authorizing the execution execution, delivery and delivery performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby;.

Resolutions. The Seller shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby; and

Resolutions. Seller The Buyer shall have received a true and complete copy, certified by a director of the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Seller evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Executive Committee of the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Seller may reasonably request evidencing Purchaser's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;; and

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and

Resolutions. Seller The Sellers shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Executive Committee of the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Seller may reasonably request evidencing Purchaser's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;

Resolutions. The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby; and

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)and, to the extent applicable, AmTec, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser and the Board of Directors of AmTec, as the case may be, evidencing its their respective authorization of the execution and delivery of this Agreement and the Registration Agreement, respectively, and the consummation of the transactions contemplated hereby;hereby or thereby.

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board partners of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Purchaser may reasonably request evidencing Seller's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;

Resolutions. Seller The Purchaser shall have received a true and ----------- complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Seller The Sellers shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary of each of the Purchaser (or equivalent officer)and the Purchaser Guarantor, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser and the Purchaser Guarantor evidencing its their authorization of the execution and delivery of each of this Agreement and the Assumption Agreement to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. The Seller shall have received a true and complete copy, certified by a duly authorized officer of the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Board board of Directors directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby; and

Resolutions. The Seller shall have received a true and complete copy, certified by a director of the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Buyer, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Buyer evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.

Resolutions. The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser (or equivalent officer)and the Guarantor, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser and the Guarantor evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Purchaser as contemplated hereby and the consummation of the transactions contemplated hereby;

Resolutions. Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary copies of Purchaser (or equivalent officer), of the resolutions, resolutions duly and validly adopted by the Board governing body of Directors each Seller and of Purchaser each Seller's members or shareholders, as the case may be, evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;, accompanied by a certificate of the Secretary or Assistant Secretary of such Seller, dated as of the Closing Date, stating that such resolutions were duly adopted and are in full force and effect.

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Purchaser may reasonably request evidencing Seller's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;

Resolutions. Seller The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer), of the resolutions, Company resolutions duly and validly adopted by the Board of Directors of Purchaser the Company evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Company as contemplated hereby and the consummation of the transactions contemplated hereby;

Resolutions. Seller Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby; 55 (e)

Resolutions. Seller The Purchaser shall have received a true and complete copy, certified by a duly authorized officer of the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller The Purchaser shall have received a true and complete copycopies, certified by the a Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Seller and the shareholders of the Seller evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Seller Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board board of Directors directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Seller Parent and Buyer shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent similar officer), ) of Seller of the resolutions, resolutions duly and validly adopted by the Board board of Directors directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller The Purchaser shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Company's secretary, of the resolutions, duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization resolutions of the execution Seller's and the Subsidiary' board of directors and shareholders, authorizing the execution, delivery and performance of this the Agreement and the consummation transactions contemplated hereby by the Seller and the Subsidiary, and authorizing the signatory officers of the transactions contemplated hereby;Seller and the Subsidiary to execute this Agreement.

Resolutions. Seller shall have received a true and complete copy, ----------- certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Seller The Purchaser shall have received a true and ----------- complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Seller and each Asset Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser the Seller and each Asset Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is to be a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Seller Purchaser shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)Seller, of the resolutions, resolutions duly and validly adopted by the Board of Directors of Purchaser Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer)the Purchaser, of the resolutions, resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and