Common use of Secretary Certificate Clause in Contracts

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.

Secretary Certificate. The Company Purchaser shall have delivered to the Purchaser Company a certificate from its secretary certifying as to (A) copies of the CompanyPurchaser’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the CompanyPurchaser’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (C) evidence of the Required Stockholder Approval and (CD) the incumbency of officers authorized to execute this Agreement.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, Date (B) immediately prior to the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyClosing), and (CB) the incumbency of officers of the Company authorized to execute this AgreementAgreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

Secretary Certificate. The Company shall have delivered to a --------------------- Certificate, executed by the Purchaser a certificate from its secretary certifying as to (A) copies Secretary of the Company’s Organizational Documents as in effect as of , dated the Closing Date, (B) certifying the Board of Directors and stockholders resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of approving this Agreement and the consummation issuance of the transactions contemplated hereby, Series A Shares and (C) certifying the incumbency current versions of officers authorized to execute this Agreementthe Certificate of Incorporation and Bylaws of the Company.

Secretary Certificate. The Company shall have delivered to the Purchaser Buyer a certificate from its secretary certifying of the Secretary of the Company dated the Closing Date as to (Aa) copies the Company Certificate of Incorporation and the Company’s Organizational Documents Company Bylaws, each as in effect on and as of the Closing Date, (Bb) the resolutions of the Company’s board of directors Company Board and shareholders the Stockholders authorizing and approving the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyall Transactions, and (Cc) the incumbency of the officers authorized to execute of the Company executing this AgreementAgreement or any other agreement or instrument delivered in connection herewith.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies Certificate, executed on behalf of the Company’s Organizational Documents as in effect Company by its Secretary, dated as of the Closing Date, (B) certifying the resolutions adopted by the Board of Directors of the Company’s board of directors and shareholders authorizing Company approving the execution, delivery and performance of transactions contemplated by this Agreement and the consummation other Transaction Documents and the issuance of the transactions contemplated herebySecurities, certifying the current versions of the Articles of Incorporation and (C) Bylaws of the incumbency Company and certifying as to the signatures and authority of officers authorized to execute this Agreementpersons signing the Transaction Documents and related documents on behalf of the Company.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies of the Secretary or an Assistant Secretary of the Company’s Organizational Documents as in effect , dated as of the Closing Date, (B) certifying as to the resolutions attached copies of the Company’s board Certificate of directors Incorporation, Bylaws and shareholders resolutions adopted by the Board authorizing the execution, execution and delivery and performance by the Company of this Agreement the Transaction Documents and the consummation by the Company of the transactions contemplated herebyhereby and thereby, including the issuance and sale (Cor reservation for issuance, as the case may be) of the incumbency of officers authorized to execute this AgreementSecurities.

Secretary Certificate. The Company shall have delivered to the Purchaser Holder a certificate from its secretary certifying certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (Bi) the resolutions of consistent with Section 6.2 below as adopted by the Company’s board of directors and shareholders authorizing in a form reasonably acceptable to the executionHolder, delivery and performance (ii) the Certificate of this Agreement and the consummation Incorporation of the transactions contemplated hereby, Company and (Ciii) the incumbency Bylaws of officers authorized to execute this Agreementthe Company, each as in effect at such Additional Closing.

Secretary Certificate. The Company Purchaser shall have delivered to the Purchaser Company a certificate from its secretary or other executive officer certifying as to to, and attaching, (A) copies of the CompanyPurchaser’s Organizational Documents as in effect as of the Closing Date, Date and (B) the resolutions of the CompanyPurchaser’s board of directors authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby, hereby and (C) the incumbency of officers authorized to execute this Agreementthereby.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, Date (immediately prior to the Closing) and (B) the requisite resolutions of the Company’s board of directors authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this AgreementTransactions.

Secretary Certificate. The Company shall have delivered to the Purchaser Holder a certificate from its secretary certifying certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (Bi) the resolutions of consistent with Section 6.2 below as adopted by the Company’s board of directors and shareholders authorizing in a form reasonably acceptable to the executionHolder, delivery and performance (ii) the Certificate of this Agreement and the consummation Incorporation of the transactions contemplated hereby, Company and (Ciii) the incumbency Bylaws (as defined below) of officers authorized to execute this Agreementthe Company, each as in effect at the Initial Closing.

Secretary Certificate. The Company shall have delivered to the Purchaser Holder a certificate from its secretary certifying certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (Bi) the resolutions of consistent with Section 6(b) below as adopted by the Company’s board of directors and shareholders authorizing in a form reasonably acceptable to the executionHolder, delivery and performance (ii) the Certificate of this Agreement and the consummation Incorporation of the transactions contemplated hereby, Company and (Ciii) the incumbency Bylaws (as defined below) of officers authorized to execute this Agreementthe Company, each as in effect at the Initial Closing.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, Date (immediately prior to the Closing) and (B) the requisite resolutions of the Company’s board of directors authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party, and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this AgreementTransactions.

Secretary Certificate. The Company Purchaser shall have delivered to the Purchaser received a certificate from its secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect dated as of the Closing DateDate and executed on behalf of the Company by its corporate secretary, certifying (i) the Company Articles of Incorporation, (Bii) the resolutions of Company Bylaws, (iii) the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, Board Approval and (Civ) the incumbency of officers authorized to execute this AgreementStockholder Approval.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, Date (immediately prior to the Closing) and (B) the requisite resolutions of the Company’s board of directors managers authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this AgreementTransactions.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of validity and effectiveness of, and attaching, the Closing Date, (B) the requisite resolutions of the Company’s board of directors authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby, hereby and (C) the incumbency of officers authorized to execute this Agreementthereby.

Secretary Certificate. The Company shall have delivered to the each Purchaser a certificate from its secretary certifying certificate, executed by the Secretary of the Company and dated as of the Second Closing Date, as to (Ai) copies of the resolutions consistent with Section 3.1(c) as adopted by the Company’s Organizational Documents 's Board of Directors in a form reasonably acceptable to such Purchaser, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect as of at the Closing DateSecond Closing, (B) the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized in a form satisfactory to execute this Agreement.Purchaser;

Secretary Certificate. The Company Purchaser shall have delivered to the Purchaser Company a certificate from its secretary certifying as to (A) copies of the CompanyPurchaser’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the CompanyPurchaser’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (C) evidence of the Required Stockholder Approval and (CD) the incumbency of officers authorized to execute this AgreementAgreement .

Secretary Certificate. The Company shall have delivered to the Purchaser Holder a certificate from its secretary certifying as certificate, in the form acceptable to (A) copies the Holder, executed by the Secretary of the Company’s Organizational Documents as in effect Company and dated as of the Closing Date, as to (Bi) the resolutions of consistent with Section 5.2 below as adopted by the Company’s board of directors and shareholders authorizing in a form reasonably acceptable to the executionHolder, delivery and performance (ii) the Certificate of this Agreement and the consummation Incorporation of the transactions contemplated hereby, Company and (Ciii) the incumbency Bylaws (as defined below) of officers authorized to execute this Agreementthe Company, each as in effect at the Closing.

Secretary Certificate. The Company shall have delivered to the Purchaser Holder a certificate from its secretary certifying certificate, in the form acceptable to the Holder, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (Bi) the resolutions of consistent with Section 6(b) below as adopted by the Company’s board of directors and shareholders authorizing in a form reasonably acceptable to the executionHolder, delivery and performance (ii) the Certificate of this Agreement and the consummation Incorporation of the transactions contemplated hereby, Company and (Ciii) the incumbency Bylaws of officers authorized to execute this Agreementthe Company, each as in effect at such Additional Closing.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of validity and effectiveness of, and attaching, the Closing Date, (B) the requisite resolutions of the Company’s board of directors authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Mergers and the other transactions contemplated hereby, hereby and (C) the incumbency of officers authorized to execute this Agreementthereby.

Secretary Certificate. The Company shall have delivered a certificate, executed on its behalf by its Secretary or such other officer as may be acceptable to the Purchaser a certificate from its secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect Investor, dated as of the applicable Closing Date, (B) certifying the resolutions adopted by the Board of Directors of the Company’s board of directors and shareholders authorizing the Company approving its execution, delivery and performance of this Agreement and Transaction Documents to which it is a party, certifying the consummation current versions of the transactions contemplated hereby, Articles of Incorporation and (C) Bylaws of the incumbency Company and certifying as to the signatures and authority of officers authorized to execute this Agreementpersons signing the Transaction Documents and related documents on behalf of the Company.

Secretary Certificate. The Company shall have delivered to the Purchaser Parent a certificate from its executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching: (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, Date (immediately prior to the Closing); and (B) the requisite resolutions of the Company’s board of directors Company Board authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this AgreementTransactions.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of validity and effectiveness of, and attaching, the Closing Date, (B) the requisite resolutions of the Company’s board of directors authorizing and shareholders authorizing approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Longevity Merger and the other transactions contemplated hereby, hereby and (C) the incumbency of officers authorized to execute this Agreementthereby.

Secretary Certificate. The Company shall have delivered to the each Purchaser a certificate from its secretary certifying certificate, executed by the Secretary of the Company and dated as of the First Closing Date, as to (Ai) copies of the resolutions consistent with Section 3.1(c) as adopted by the Company’s Organizational Documents 's Board of Directors in a form reasonably acceptable to such Purchaser, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect as of at the Closing DateFirst Closing, (B) the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized in a form satisfactory to execute this Agreement.Purchaser;

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies --------------------- Certificate, executed on behalf of the Company’s Organizational Documents as in effect as of Company by the Secretary, dated the Closing Date, (B) certifying the Board of Directors and shareholders resolutions approving this Agreement, the Rights Agreement and the issuance of the Series B Shares and certifying the current versions of the Articles of Incorporation and Bylaws of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.

Secretary Certificate. The Company shall have delivered to the Purchaser Buyer a certificate from its secretary certifying of the Secretary of the Company dated the Closing Date as to (Aa) copies of the Company’s certificate of formation and the Company Organizational Documents Documents, each as in effect on and as of the Closing Date, Date and (Bb) the resolutions of the Company’s board of directors Company Board and shareholders the Stockholders authorizing and approving the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreementall Transactions.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the First Closing Date, Date (B) immediately prior to the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyFirst Closing), and (CB) the incumbency of officers of the Company authorized to execute this AgreementAgreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies --------------------- Certificate, executed on behalf of the Company’s Organizational Documents as in effect as of Company by the Secretary, dated the Closing Date, (B) certifying the Board of Directors and shareholders resolutions approving this Agreement, the Rights Agreement and the issuance of the Series C Shares and certifying the current versions of the Articles of Incorporation and Bylaws of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.

Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies --------------------- Certificate, executed on behalf of the Company’s Organizational Documents as in effect as of Company by the Secretary, dated the Closing Date, (B) certifying the Board of Directors and stockholders resolutions approving this Agreement, the Rights Agreement and the issuance of the Series A Shares and certifying the current versions of the Articles of Incorporation and Bylaws of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.