Common use of Secretary Certificate Clause in Contracts

Secretary Certificate. The Purchaser shall have delivered to the Company a certificate from its secretary certifying as to (A) copies of the Purchaser’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Purchaser’s board of directors authorizing 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 and thereby, (C) evidence of the Required Shareholder Vote and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser is or is required to be a party or otherwise bound.

Secretary Certificate. The Purchaser Company shall have delivered to the Company Purchaser a certificate from its secretary certifying as to (Ai) copies of the PurchaserCompany’s Organizational Documents as in effect as of the Closing Date, (Bii) the resolutions of the PurchaserCompany’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the other Ancillary Documents to which it is a party or by which it is bound, and the consummation of the Merger Transaction and each of the transactions contemplated hereby and thereby, (C) evidence of the Required Shareholder Vote and (Diii) the incumbency of officers authorized to execute this Agreement or any other Ancillary Document to which the Purchaser Company is or is required to be a party or otherwise by which the Company is or is required to be bound.

Secretary Certificate. The Purchaser Company shall have delivered to the Company Purchaser a certificate from its secretary or other executive officer certifying as to to, and attaching, (A) copies of the PurchaserCompany’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the PurchaserCompany’s board of directors and shareholders authorizing and 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 and thereby, and (C) evidence of the Required Shareholder Vote and (D) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Purchaser Company is or is required to be a party or otherwise bound.

Secretary Certificate. The Purchaser Company shall have delivered to the Company Purchaser a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of the PurchaserCompany’s Organizational Documents as in effect as of the Closing DateDate (immediately prior to the Effective Time), (B) the resolutions of the Purchaser’s its board of directors and shareholders of the Company authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents Document to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby Transactions, and thereby, (C) evidence of the Required Shareholder Vote and (D) the incumbency of the Company’s officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser it is or is required to be a party or otherwise bound.

Secretary Certificate. The Purchaser shall have delivered to the Company a certificate from its secretary certifying as to (A) copies of the Purchaser’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Purchaser’s board of directors authorizing 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 and thereby, (C) evidence of the Required Shareholder Vote and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser is or is required to be a party or otherwise bound.. 37

Secretary Certificate. The Company shall deliver to Purchaser shall have delivered to the Company a certificate a certificate from its secretary or other executive officer certifying as to to, and attaching, (A) copies of the Purchaser’s Company Organizational Documents as in effect as of the Closing DateEnd Date (immediately prior to the Effective Time), (B) the resolutions of the PurchaserCompany’s board of directors authorizing and 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 and thereby, and (C) evidence of the Required Shareholder Vote and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser is or is required to be a party or otherwise bound.

Secretary Certificate. The Purchaser shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to to, and attaching, (A) copies of the Purchaser’s Organizational Documents as in effect as of the First Closing Date, (B) the resolutions of the Purchaser’s board of directors Manager authorizing 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 Transactions, and thereby, (C) evidence of the Required Shareholder Vote and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser is or is required to be a party or otherwise bound.

Secretary Certificate. The Purchaser shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to to, and attaching, (A) copies of the Purchaser’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Purchaser’s board of directors authorizing and 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 and thereby, and (C) evidence of the Required Shareholder Vote and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser is or is required to be a party or otherwise bound.

Secretary Certificate. The Purchaser Company shall have delivered to Purchaser a certificate executed by an executive officer of the Company a certificate from its secretary certifying as to the validity and effectiveness of, and attaching, (A) copies a copy of the PurchaserCompany’s Organizational Documents as in effect as of the Closing DateDate (immediately prior to the Second Effective Time), (B) the requisite resolutions of the Purchaser’s board of directors of the Company authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents Document to which it the Company is or is required to be a party or by which it is bound, and the consummation of the transactions contemplated hereby Second Merger and therebythe Contemplated Transactions, and recommending the approval and adoption of the same by the Company Stockholders, and (C) evidence of the Required Shareholder Vote and (D) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Purchaser Company is or is required to be a party or otherwise bound.. 63