Certificate of Secretary of Parent Clause Samples

The Certificate of Secretary of Parent is a formal document issued by the secretary of the parent company to certify the authenticity and accuracy of certain corporate records and actions. Typically, this certificate confirms that specific resolutions have been duly adopted by the parent company’s board of directors, that the officers signing agreements are authorized to do so, and that the company’s organizational documents are true and in effect. Its core practical function is to provide assurance to third parties, such as counterparties in a transaction, that the parent company has properly authorized the actions being taken, thereby reducing the risk of disputes over authority or corporate validity.
Certificate of Secretary of Parent. Company shall have received a certificate, validly executed by the Secretary of Parent, certifying as to (i) the terms and effectiveness of the Certificate of Incorporation and the Bylaws of Parent, (ii) the valid adoption of resolutions of the Board of Directors of Parent approving this Agreement and consummation of the transactions contemplated hereby and thereby and (iii) such other matters as Company or its counsel shall reasonably request.
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Certificate of Secretary of Parent. Buyer shall have received a certificate, validly executed by the Secretary or an Assistant Secretary of Parent, certifying as to (i) the terms and effectiveness of the Constating Documents of Parent, Seller and any Seller Affiliates executing any Ancillary Agreements, (ii) the valid adoption of resolutions of the Board of Directors of Parent approving this Agreement and the consummation of the transactions contemplated hereby and (iii) the incumbency of the officers executing this Agreement or any of the Ancillary Agreements to which Seller or any Seller Affiliate is a party.
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Certificate of Secretary of Parent. The Parent shall deliver a certificate, validly executed by the Secretary of the Parent, certifying as to (i) the terms and effectiveness of the Charter Documents for Parent and Merger Sub, (ii) to the extent required by Law, the valid adoption of resolutions of the Board of Directors of the Parent and Merger Sub (whereby the Merger and the transactions contemplated hereunder were approved by the Board of Directors), and (iii) that the shareholders of Parent and Merger Sub, to the extent required by Law or the Charter Documents, have adopted and approved the Merger, this Agreement and the transactions contemplated hereby.
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Certificate of Secretary of Parent. Parent shall deliver a certificate, validly executed by the Secretary of Parent, certifying as to the valid adoption of resolutions of Parent’s board of directors (whereby the Merger and the transactions contemplated hereunder were approved by the board of directors).
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Certificate of Secretary of Parent. A certificate, validly executed by the Secretary of Parent, in the form attached hereto as Exhibit H;
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Related to Certificate of Secretary of Parent

  • 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.

  • Certificate of Secretary of each Credit Party A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 6.1(b)(iii).

  • Secretary of State The Secretary of State of the State of Delaware.

  • Certificate of Parent The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.