Common use of Proof of Corporate Action Clause in Contracts

Proof of Corporate Action. The Purchaser shall have received from the Company copies certified by the Secretary thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of each of the Related Agreements to which the Company is a party.

Proof of Corporate Action. The Purchaser shall have received from the Company copies a copy, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of each of the Related Agreements to which the Company is a partythis Agreement.

Proof of Corporate Action. The Purchaser Each Investor shall have received from the -------------------------- Company copies copies, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing DateDate and satisfactory to such Investor and its counsel, of the records of all corporate action taken to authorize the execution, delivery delivery, and performance of each of this Agreement, the Hoosier Agreement, the Securities, and the Related Agreements to which the Company is a party.

Proof of Corporate Action. The Such Purchaser shall have received from the Company Company, as necessary, copies certified by the Secretary thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement and each of the Related Agreements to which the Company is a party.

Proof of Corporate Action. The Purchaser Vendors and the Company shall have received from the Company copies Purchaser copies, certified by the Secretary a duly-authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of each of the Related Agreements to which the Company is a partythis Agreement.

Proof of Corporate Action. The Purchaser shall have received from the Company copies and each Subsidiary copies, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records resolutions of all corporate action taken the Board of Directors of each Subsidiary and the Board of Directors and (to authorize the extent required under applicable Law or the requirements of NASDAQ) the stockholders of the Company authorizing the Transactions and the execution, delivery and performance of each of this Agreement and the Related Agreements to which the Company is a partyRegistration Rights Agreement.

Proof of Corporate Action. The Purchaser Sellers shall have received from each of the Company copies Purchaser and Gold Bag a copy, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of each of the Related Agreements to which the Company is a partythis Agreement.

Proof of Corporate Action. The Purchaser shall have received from the Company copies Corporation a copy, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of each of the Related Agreements to which the Company is a partythis Agreement.

Proof of Corporate Action. The Purchaser Sellers shall have received from the Company copies Purchaser and Holdings copies, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate and shareholder action taken to authorize the execution, delivery and performance of this Agreement and each of the Related Agreements agreements contemplated hereby to which the Company Purchaser or Holdings is a party.

Proof of Corporate Action. The Purchaser shall have received from the Company copies Sellers copies, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate and shareholder action taken to authorize the execution, delivery and performance of this Agreement and each of the Related Transaction Agreements to which the Company Tan or WGP is a party.

Proof of Corporate Action. The Purchaser shall have received from the Company copies copies, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate action taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Financing Agreements or Related Agreements to which the Company such Person is or is to become a party.

Proof of Corporate Action. The Purchaser Sellers shall have received from the Company copies Purchaser copies, certified by the Secretary a duly authorized officer thereof to be true and complete as of the Closing Date, of the records of all corporate and stockholder action taken to authorize the execution, delivery and performance of this Agreement and each of the Related other Transaction Agreements to which the Company Purchaser is a party.