Certificates of the Secretary Sample Clauses

Certificates of the Secretary of Buyer certifying a resolution duly adopted by Buyer's sole Member obtained at least five (5) days before Closing authorizing the execution, delivery and performance of this Agreement on behalf of Buyer.
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Certificates of the Secretary of Borrower as to the incumbency and signatures of the officers of Borrower signing the Loan Documents to which it is a party;
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Certificates of the Secretary of Buyer as to the incumbency and signatures of the officers of Buyer executing this Agreement;
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Certificates of the Secretary of State of the State of North Carolina as to the legal existence and good standing (including tax) of the Company in North Carolina;
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Certificates of the Secretary of Buyer and Iridium as to (i) the resolutions of Buyer and Iridium with respect to the Agreement and the Transactions and (ii) the incumbency of the officers of Buyer and Iridium executing the Agreement and the Related Agreements to which they are a party;
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Certificates of the Secretary of Borrower and each of its Subsidiaries certifying that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of such Person authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which that Person is party; and
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Certificates of the Secretary. Certificates of the Secretary or Assistant Secretary of Borrower and Guarantor, respectively executed by the secretary or an assistant secretary of Borrower and Guarantor, as appropriate, each certifying the names of the officers of such Person authorized to sign this Agreement and each of the other Loan Documents to which such Person is or is to be a party (including the certificates contemplated herein) together with specimen signatures of such officers, which such Certificates shall each have appended thereto copies of (i} the resolutions of the board of directors or shareholders of Borrower or Guarantor, as applicable, duly adopted and in force, authorizing the execution and delivery of this Agreement and the other Loan Documents to which such Person is or is to be a party, as well as the performance of the obligations stated therein; (ii} the articles or certificate of organization or incorporation of Borrower or Guarantor, as applicable; and (iii} a copy of the by-laws of Borrower or Guarantor, as applicable, each certified by the secretary or an assistant secretary of such Person as appropriate;
Sample 1
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Related to Certificates of the Secretary

  • Certificates of the Company The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Certificates of Stock Each holder of stock represented by certificates shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

  • Secretary “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.

  • Certificate of Secretary of Company Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

  • Assistant Secretary The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Trustees (or if there be no determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

  • Certificate of Chief Financial Officer On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

  • Certificate of the Company Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

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