Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 42 contracts
Samples: Agency Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 40 contracts
Samples: Guaranty Agreement (Ugi Utilities Inc), Master Note Purchase Agreement (BlackRock Capital Investment Corp), Guaranty Agreement (Ugi Corp /Pa/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 37 contracts
Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Guaranty Agreement (Sensient Technologies Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementthe Agreements.
Appears in 25 contracts
Samples: Note Purchase Agreement (Nestor Inc), Note Purchase Agreement, Note Purchase Agreement (Spectra Energy Partners, LP)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 14 contracts
Samples: Note Purchase Agreement (Tetra Technologies Inc), Note Purchase Agreement (Tetra Technologies Inc), Note Purhase Agreement (Tetra Technologies Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of the Notes and this Agreement.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Securities Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Agency Agreement (Kayne Anderson MLP Investment CO)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 8 contracts
Samples: Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Tortoise Energy Infrastructure Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.to
Appears in 7 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement, Securities Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.)
Secretary’s Certificate. The Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and any other corporate proceedings relating to the authorization, execution and delivery of this Agreement and, in the case of the Company, the Notes and this Agreement(2) such Constituent Company’s organizational documents as then in effect.
Appears in 7 contracts
Samples: Agreement (Hawaiian Electric Industries Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Industries Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, the Bonds, under the Indenture, and the Supplement.
Appears in 7 contracts
Samples: Essential Utilities, Inc., Aqua America Inc, Essential Utilities, Inc.
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 7 contracts
Samples: Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Rohm & Haas Co), Existing Note Purchase Agreement (Piper Jaffray Companies)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds and this Agreement.
Appears in 7 contracts
Samples: Bond Purchase Agreement (Northwestern Corp), Bond Purchase Agreement (Empire District Electric Co), Bond Purchase Agreement (Northwestern Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 6 contracts
Samples: Note Purchase Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Kirby Corp), Master Note Purchase Agreement (Crescent Capital BDC, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarycertificate, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 6 contracts
Samples: Note Purchase Agreement (ServisFirst Bancshares, Inc.), Note Purchase Agreement (Park National Corp /Oh/), ServisFirst Bancshares, Inc.
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect. Section 4.4.
Appears in 6 contracts
Samples: Purchase Agreement (Potomac Electric Power Co), Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Atlantic City Electric Co)
Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementFinancing Agreements to which it is a party.
Appears in 5 contracts
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc), Note Purchase Agreement (Gas Natural Inc.), Note Purchase Agreement (Vectren Utility Holdings Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate Certificate, executed on behalf of the Company by its Secretary or Assistant Secretary, dated as of the date Closing Date, certifying the resolutions adopted by the Board of ClosingDirectors of the Company approving the transactions contemplated by this Agreement and the issuance of the Securities, certifying the current versions of the Articles and Bylaws of the Company and certifying as to the resolutions attached thereto signatures and other corporate proceedings relating to the authorization, execution authority of persons signing this Agreement and delivery related documents on behalf of the Notes and this AgreementCompany.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Aradigm Corp), Securities Purchase Agreement (Aradigm Corp), Securities Purchase Agreement (Aradigm Corp)
Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 5 contracts
Samples: Note Purchase Agreement (Gallagher Arthur J & Co), Guaranty Agreement (Gallagher Arthur J & Co), Note Purchase Agreement (Gallagher Arthur J & Co)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its the Secretary or an Assistant SecretarySecretary of the Company, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 5 contracts
Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)
Secretary’s Certificate. The Company and the Guarantors shall have delivered to such Purchaser a certificate of its respective Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, the Subsidiary Guaranties and this Agreement, as applicable and (ii) the Company’s and the Guarantors’ organizational documents as then in effect.
Appears in 5 contracts
Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty), Note Purchase Agreement (Ramco Gershenson Properties Trust)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, in the form attached hereto as Exhibit 4.3(b).
Appears in 5 contracts
Samples: Private Shelf Agreement (Henry Schein Inc), Master Note Purchase Agreement (Henry Schein Inc), Master Note Purchase Agreement (Henry Schein Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreementthe First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Supplemental Indenture (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, as applicable and (ii) such Obligor’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Note and Guaranty Agreement (Oaktree Capital Group, LLC), Note and Guaranty Agreement (Oaktree Capital Group, LLC), Oaktree Capital Group, LLC
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and any other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Agreement (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 4 contracts
Samples: Master Note Purchase Agreement (Arch Chemicals Inc), Master Note Purchase Agreement (Arch Chemicals Inc), Note Purchase and Private Shelf Agreement (Arch Chemicals Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of the Notes and this Agreement.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Tortoise MLP Fund, Inc.), Securities Exchange Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Securities Purchase Agreement (Tortoise Midstream Energy Fund, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Buyer a certificate of its the Secretary or Assistant Secretaryof the Company, dated as of the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery incumbency of officers of the Notes Company executing documents executed and delivered in connection herewith and (ii) true and complete copies of the Company’s certificate of incorporation and by-laws, each as in effect from the date of this AgreementAgreement until the Closing Date.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (MBF Healthcare Acquisition Corp.), Stock Purchase Agreement (Angiodynamics Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarygeneral partner, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Note Purchase Agreement (Agree Realty Corp), Note Purchase Agreement (Agree Realty Corp), Note Purchase Agreement (Agree Realty Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Secretary, Assistant Secretary, or other officer authorized by the Company to make such certification, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementFinancing Agreements.
Appears in 4 contracts
Samples: Bond Purchase Agreement (Chugach Electric Association Inc), Power Purchase Agreement (Chugach Electric Association Inc), Bond Purchase Agreement (Chugach Electric Association Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, the Bonds and the Supplement.
Appears in 4 contracts
Samples: Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc), Essential Utilities, Inc.
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds to be purchased at the Closing and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 4 contracts
Samples: Purchase Agreement, Purchase Agreement, Bond Purchase Agreement (Empire District Electric Co)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Parent a certificate of its the Secretary or Assistant Secretaryof the Company, dated as of the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery incumbency of officers of the Notes Company executing documents executed and delivered in connection herewith, (ii) the copies of the Certificate of Incorporation and Bylaws, each as in effect from the date of this AgreementAgreement until the Closing Date and (iii) a copy of the votes of the Company Board and the Stockholders authorizing and approving the applicable matters contemplated hereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Irobot Corp), Agreement and Plan of Merger (Brightcove Inc), Agreement and Plan of Merger (Athenahealth Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate executed by the Company’s Secretary dated as of such Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated by this Agreement and the issuance of the Preferred Stock and the Warrants, certifying the current versions of its Secretary or Assistant Secretary, dated Certificate of Incorporation and Bylaws of the date of Closing, Company and certifying as to the resolutions attached thereto signatures and other corporate proceedings relating to authority of persons signing this Agreement, the authorizationPreferred Stock, execution the Warrants and delivery related documents on behalf of the Notes and this AgreementCompany.
Appears in 3 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.), Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.), Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.)
Secretary’s Certificate. The Company Purchaser shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date and signed by the Secretary or an Assistant Secretary of Closingthe Company, certifying as to the resolutions truth and correctness of attached thereto and other corporate proceedings relating to the authorization, execution and delivery copies of the Notes Certificate of Incorporation and By-laws of the Company and resolutions of the Board of Directors of the Company approving this AgreementAgreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Genesee & Wyoming Inc), Stock Purchase Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Stock Purchase Agreement (1818 Fund Iii Lp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or one of its Assistant SecretarySecretaries, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe Other Agreements.
Appears in 3 contracts
Samples: Note Purchase Agreement (Optical Coating Laboratory Inc), Note Purchase Agreement (Handy & Harman), Advest Group Inc
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreementthe First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), Indenture (New Jersey Resources Corp)
Secretary’s Certificate. The Company and each of its Subsidiaries shall have delivered to such Purchaser a certificate the Investors certificates of its the Secretary or Assistant Secretaryof the Company and each Subsidiary, as applicable dated as of the date of ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery on behalf of the Notes and this Agreement.Company or such Subsidiary the following:
Appears in 3 contracts
Samples: Note Exchange Agreement (Accelerate Diagnostics, Inc), Note Purchase Agreement (Accelerate Diagnostics, Inc), Note Purchase and Exchange Agreement (Intersections Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreementthe First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (New Jersey Resources Corp), Indenture (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect.
Appears in 3 contracts
Samples: Bond Purchase Agreement (Atlantic City Electric Co), Purchase Agreement (Atlantic City Electric Co), Purchase Agreement (Delmarva Power & Light Co /De/)
Secretary’s Certificate. The Company and the Guarantors shall have delivered to such Purchaser a certificate of its respective Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, the Subsidiary Guaranties and this Agreement, as applicable and (ii) the Company’s and the Guarantors’ organizational documents as then in effect.
Appears in 3 contracts
Samples: Note Purchase Agreement (RPT Realty), Note Purchase and Private Shelf Agreement (Ramco Gershenson Properties Trust), Note Purchase Agreement (RPT Realty)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretaryan authorized officer, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 3 contracts
Samples: Paying Agent Agreement (Essex Property Trust Inc), Guaranty Agreement (Essex Property Trust Inc), First Potomac Realty Trust
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its the Secretary or Assistant SecretarySecretary of its managing general partner, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate legal proceedings relating to the authorization, execution and delivery by the Company of the Notes and this Agreement.
Appears in 3 contracts
Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Holdings GP, L.P.), Subsidiary Guaranty Agreement (Alliance Resource Partners Lp)
Secretary’s Certificate. The Company shall have delivered to such each Purchaser at the Closing a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes to be issued at the Closing and this Agreement.
Appears in 3 contracts
Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)
Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2008A Notes and this Agreement.
Appears in 3 contracts
Samples: Assumption and Exchange Agreement (Waste Connections US, Inc.), Assumption and Exchange Agreement (Waste Connections, Inc.), Master Note Purchase Agreement (Waste Connections, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 3 contracts
Samples: Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.
Appears in 3 contracts
Samples: Pledge Agreement (Franklin Street Properties Corp /Ma/), Note Purchase Agreement (Connecticut Water Service Inc / Ct), Note Purchase Agreement (Idex Corp /De/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate entity organizational proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s Organization Documents as then in effect.
Appears in 3 contracts
Samples: Pledge Agreement (Pebblebrook Hotel Trust), Note Purchase Agreement (Pebblebrook Hotel Trust), Note Purchase Agreement (Pebblebrook Hotel Trust)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Notes and this AgreementAgreement and (ii) the Company’s Organization Documents as then in effect.
Appears in 3 contracts
Samples: Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, the Indenture and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Agreement (CMS Energy Corp), Bond Purchase Agreement (Consumers Energy Co)
Secretary’s Certificate. The Company Purchaser shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated such Closing Date, of the date secretary of Closingthe Company in which such secretary, certifying in his or her capacity as to secretary of the Company, shall certify and attach the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Board of Directors of the company approving the Agreement, the License Agreement and this Agreementthe transactions contemplated hereunder, and shall certify that such resolutions have not been amended or modified and remain in full force and effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fate Therapeutics Inc), Stock Purchase Agreement (Fate Therapeutics Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarygeneral partner, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 2 contracts
Samples: Mid America Apartment Communities Inc, Agree Realty Corp
Secretary’s Certificate. The Company shall have delivered to such the ----------------------- Purchaser a certificate certificate, executed by the Secretary of its Secretary or Assistant Secretarythe Company, dated as of the date of Closingapplicable Closing Date, and certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery authenticity of the Notes Amended and this AgreementRestated Certificate of Incorporation and the Bylaws, the resolutions of the Board authorizing the transactions contemplated hereby and the incumbency of the Company's officers.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc), Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant SecretarySecretary or other appropriate officers, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Global Water Resources, Inc.), Note Purchase Agreement (Global Water Resources, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, such Closing certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Financing Documents to which the Company is a party and this Agreement(ii) the Company’s organizational documents as then in effect. Section 4.4.
Appears in 2 contracts
Secretary’s Certificate. The Company shall have delivered to such Purchaser a A certificate of its the Secretary or Assistant Secretaryof the Company, dated the date of ClosingClosing Date, certifying as to the resolutions attached incumbency of any officer of the Company executing this Agreement or any document related thereto and covering such other corporate proceedings relating to matters as the authorization, execution and delivery of the Notes and this Agreement.Purchaser may reasonably request;
Appears in 2 contracts
Samples: Employment Agreement (Logimetrics Inc), Purchase Agreement (L 3 Communications Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (El Paso Electric Co /Tx/), Note Purchase Agreement (El Paso Electric Co /Tx/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Otter Tail Corp
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closingsuch Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Notes and this Agreementto be issued on such Closing Date.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ametek Inc/), Note Purchase Agreement (Ametek Inc/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Notes to be issued on the date of the applicable Closing and this AgreementAgreement and (ii) the organizational documents of the Company; provided that in lieu of attaching such organizational documents, the Company may certify that the organizational documents of the Company have not been modified since the last certified set thereof delivered to such Purchaser.
Appears in 2 contracts
Samples: Master Note Agreement (CERNER Corp), Master Note Agreement (CERNER Corp)
Secretary’s Certificate. The Company shall have delivered to such the Purchaser a certificate of its Secretary or Assistant Secretary, dated as of the date of ClosingIssuance Date, certifying as to the board resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 2 contracts
Samples: Note Agreement (Primerica, Inc.), Note Agreement (Primerica, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect. WhiteHorse Finance, Inc. Note Purchase Agreement.
Appears in 2 contracts
Samples: Defined Terms (WhiteHorse Finance, Inc.), WhiteHorse Finance, Inc.
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarycertificate, dated the date as of Closingsuch Closing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Accepted Notes and this Agreement.
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc), Master Shelf Agreement (Mdu Resources Group Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe Other Agreements.
Appears in 2 contracts
Samples: Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe Indenture and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Centerpoint Energy Inc), Bond Purchase Agreement (Centerpoint Energy Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementBond Documents.
Appears in 2 contracts
Samples: Purchase Agreement (Laclede Group Inc), Purchase Agreement (Laclede Gas Co)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate certificate, executed by the Secretary of its Secretary or Assistant Secretarythe Company, dated as of the date of ClosingClosing Date, certifying as to the resolutions authenticity of attached thereto and other corporate proceedings relating to the authorization, execution and delivery copies of the Notes Company's Articles of Incorporation, Share Conditions, Bylaws and this Agreementresolutions of the Board of Directors of the Company (the "Board of Directors") approving the transactions contemplated hereby.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Beacon Power Corp), Securities Purchase Agreement (Beacon Power Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2008-A Notes being delivered on the Closing Date and this Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreement.the other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect. 2
Appears in 2 contracts
Samples: Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Delmarva Power & Light Co /De/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect. Section 4.4.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Atlantic City Electric Co), Atlantic City Electric Co
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.to
Appears in 2 contracts
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the applicable Supplemental Indenture, the applicable First Mortgage Bond Documents to which it is a party, the applicable series of Notes and this Agreementthe applicable First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Purchase Agreement (New Jersey Resources Corp), Supplemental Indenture (New Jersey Resources Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser Acquiror and Parent a certificate of certificate, dated the Closing Date, executed by its Secretary or Assistant Secretary, dated the date of Closing, Secretary and certifying as to the resolutions attached thereto Company's Articles of Incorporation, bylaws, enabling resolutions, incumbency of officers and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementreasonably related matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autocorp Equities Inc), Agreement and Plan of Merger (Autocorp Equities Inc)
Secretary’s Certificate. The (1) Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant SecretarySecretary (or person performing similar functions), dated the date of ClosingFunding Date, certifying as to the resolutions attached thereto and other corporate limited partnership, trust or other proceedings relating to the authorization, execution and delivery of this Agreement and, in the Notes and this Agreementcase of the Issuer, the Notes.
Appears in 2 contracts
Samples: Subsidiary Guaranty Agreement (Brandywine Realty Trust), Subsidiary Guaranty Agreement (Brandywine Operating Partnership Lp /Pa)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the applicable Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Note Purchase Agreement
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate Certificate, executed on behalf of the Company by its Secretary or Assistant Secretary, dated as of the date of ClosingFirst Closing Date, certifying as to the Company's Board resolutions attached thereto approving the transactions contemplated by this Agreement and the other corporate proceedings relating to Transaction Documents and the authorization, execution and delivery issuance of the Notes First Shares in the form attached hereto as Schedule I and this Agreementcertifying the current versions of the Certificate of Incorporation and Bylaws of the Company.
Appears in 2 contracts
Samples: Shareholders Agreement (Princeton Video Image Inc), Shareholders Agreement (Princeton Video Image Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closingsuch Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Notes to be issued on such Closing Date, and this Agreement(ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ametek Inc/), Ametek (Ametek Inc/)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company's organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Associated Estates Realty Corp), Note Purchase Agreement (Great Plains Energy Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes hereunder and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe Supplemental Indenture and (ii) the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws as then in effect.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Northern States Power Co /Wi/), Bond Purchase Agreement (Northern States Power Co /Wi/)
Secretary’s Certificate. The Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s and each Subsidiary Guarantor’s organizational documents as then in effect.
Appears in 2 contracts
Samples: MSC Industrial Direct Co Inc, MSC Industrial Direct Co Inc
Secretary’s Certificate. The Company Purchasers shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date and signed by the Secretary or an Assistant Secretary of Closingthe Company, certifying as to the resolutions truth and correctness of attached thereto and other corporate proceedings relating to the authorization, execution and delivery copies of the Notes Certificate of Incorporation and By-laws of the Company and resolutions of the Board of Directors of the Company, in effect as of the Closing Date, approving the transactions contemplated by this AgreementAgreement and the other Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arinco Computer Systems Inc), Securities Purchase Agreement (Culmen Technology Partners Lp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closingthe applicable Closing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Notes and this Agreement.
Appears in 2 contracts
Samples: Private Shelf Agreement (Wausau Paper Corp.), Note Agreement (Wausau Paper Corp.)
Secretary’s Certificate. The Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant SecretarySecretary (or person performing similar functions), dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate limited partnership, trust or other proceedings relating to the authorization, execution and delivery of this Agreement and, in the Notes and this Agreementcase of the Issuer, the Notes.
Appears in 2 contracts
Samples: Subsidiary Guaranty Agreement (Brandywine Operating Partnership Lp /Pa), Subsidiary Guaranty Agreement (Brandywine Realty Trust)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe other Note Documents and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Oncor Electric Delivery Co LLC), Note Purchase Agreement (Oncor Electric Delivery Co LLC)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated as of the date of ClosingClosing Date, certifying as to attached copies of (A) the Organizational Documents of the Company (B) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Company's Board approving this Agreement and the transactions contemplated hereby; and (D) the incumbency of each authorized officer of the Company signing this AgreementAgreement and the Transaction Documents and any other documents required to be executed or delivered in connection herewith and therewith.
Appears in 2 contracts
Samples: Note Purchase Agreement (Youngevity International, Inc.), Note Purchase Agreement (Youngevity International, Inc.)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect.
Appears in 2 contracts
Samples: Purchase Agreement (Potomac Electric Power Co), Purchase Agreement (Delmarva Power & Light Co /De/)
Secretary’s Certificate. The Company Each of the Noteholders shall have delivered to such Purchaser received a certificate of its the Secretary or an Assistant SecretarySecretary of the Company, dated the date of Closinghereof, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes this Amendment Agreement, in form and this Agreementsubstance satisfactory to such Noteholder and its counsel.
Appears in 2 contracts
Samples: Note Purchase Agreement (Spartech Corp), Note Purchase Agreement (Spartech Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate Certificate, executed on behalf of the Company by its Secretary or Assistant Secretary, dated as of the date Closing Date, certifying the resolutions adopted by the Board of ClosingDirectors of the Company (or an authorized committee thereof) approving the transactions contemplated by this Agreement and the issuance of the Securities, certifying the current versions of the Restated Certificate and the Bylaws and certifying as to the resolutions attached thereto signatures and other corporate proceedings relating to the authorization, execution authority of persons signing this Agreement and delivery related documents on behalf of the Notes and this AgreementCompany.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Favrille Inc), Securities Purchase Agreement (Metabasis Therapeutics Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarygeneral partner, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.
Appears in 2 contracts
Samples: Agree Realty Corp, Agree Realty Corp
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Securities and this Agreement, the approval by the Company Board of the Charter Amendment and the approval by the shareholders of the Company of the Share Issuance Proposal, the Change of Control Proposal and the Charter Proposal.
Appears in 2 contracts
Samples: Securities Purchase Agreement (A123 Systems, Inc.), Securities Purchase Agreement (Wanxiang Group Corp)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its the Secretary or Assistant Secretaryof the Company, dated as of the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery copies of the Notes Certificate of Incorporation and By-Laws, each as in effect from the date of this AgreementAgreement until the Closing Date, (ii) a copy of the votes of the Company Board authorizing and approving the applicable matters contemplated hereunder and (iii) written consents constituting the Company Stockholder Approval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc), Agreement and Plan of Merger (Centessa Pharmaceuticals LTD)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closingsuch Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Mettler Toledo International Inc/
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate limited liability company proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 2 contracts
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate you certificates of its and each Subsidiary Guarantor’s Secretary or an Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Pool Corp), Note Purchase Agreement (Energy West Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of ClosingFunding Date, certifying as that no changes to the certificate and accompanying materials delivered pursuant to Section 4.3(b) are required or, if additional resolutions attached thereto and or other corporate proceedings have occurred relating to the authorization, execution and delivery of the Notes and this AgreementAgreement or its organizational documents have been amended or otherwise modified, certifying as to such resolutions and proceedings and/or modified organizational documents.
Appears in 2 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Otter Tail Corp
Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or one of its Assistant SecretarySecretaries, dated the date of ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this the Other Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc)
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.Agreement and (ii) the Company’s Organizational Documents as then in effect. (c)
Appears in 2 contracts
Samples: Note Purchase Agreement (Eastgroup Properties Inc), Eastgroup Properties Inc
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Notes and this Agreementthe Pledged Mortgage Bond.
Appears in 2 contracts
Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co), South Jersey (SOUTH JERSEY GAS Co)
