Director Certificate. Purchaser shall have delivered to the Company and Pubco a certificate, dated the Closing Date, signed by a director of Purchaser in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2 (a), 8.2(b) and 8.2(c) with respect to Purchaser.
Director Certificate. The Company shall have delivered to the Purchaser a certificate executed by the Company’s sole director 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 (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s director authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Target Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and the adoption of the Holdco Organizational Documents, and recommending the approval and adoption of the same by the Target Company Shareholders at a duly called meeting of stockholders, (C) evidence that the Required Company Shareholder Approval has been obtained and (D) the incumbency of officers of the Target Company authorized to execute this Agreement or any Ancillary Document to which the Target Company is or is required to be a party or otherwise bound.
Director Certificate the duly executed Director Certificate, dated as of such Closing Date, having been delivered to the Investor
Director Certificate. SPAC shall have delivered to the Company and Pubco a certificate, dated the Closing Date, signed by a director of SPAC in such capacity, (A) certifying as to the satisfaction of the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(c) with respect to SPAC, and (B) certifying as to, and attaching, (x) a copy of the SPAC Charter as in effect as of the Closing Date, (y) the resolutions of SPAC’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 (z) evidence that the Required Shareholder Approval has been obtained.
Director Certificate. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by director of the Company in such capacity, (A) certifying as to the satisfaction of the conditions specified in Sections 8.3(a), (b) and (c) with respect to the Company, Pubco, First Merger Sub and Second Merger Sub, as applicable, (B) certifying as to the validity and effectiveness of, and attaching, (x) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Second Merger Effective Time), and (y) the resolutions of its board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions.
