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Contract analysis / secretarys-certificate-buyer.docx
secretarys-certificate-buyer.docx
1007-00006 · 6 clauses
High · 1 Medium · 0 Standard · 1
1. Certificate of Incorporation
1. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Vantage Mobility Systems Corp., as originally filed with the Secretary of State of the State of Delaware under Delaware File Number 5493017, together with all amendments, certificates of amendment, certificates of designation, and restatements thereto adopted through and including
2. Bylaws
2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Vantage Mobility Systems Corp. as currently in effect (the "Bylaws"). The undersigned further certifies that the Bylaws have not been amended, restated, supplemented, or otherwise modified since the date stated therein, and that the Bylaws remain in full force and effect as of the date hereof. No proceedings have been instit
3. Board Resolutions Standard
⚑ Commercial term
3. Board Resolutions Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Vantage Mobility Systems Corp. (the "Board") by unanimous written consent in lieu of a meeting, effective as of June 5, 2025, in accordance with Section 141(f) of the Delaware General Corporation Law, Article III, Section 3.12 of the Bylaws, and the C
4. Incumbency of Authorized Officers
4. Incumbency of Authorized Officers Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate (the "Incumbency Certificate") setting forth the name, title, and specimen signature of each officer of the Company who has been authorized by the Board, pursuant to the Resolutions described in Section 3 above, to execute and deliver the Agreement and the other Transaction Documents on behalf of
5. Good Standing and Existence
5. Good Standing and Existence The undersigned certifies that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, a copy of which is being delivered separately as a Closing deliverable pursuant to Section 8.2(e) of the Agreement. The under
6. Additional Certifications High
⚑ Indemnity / guarantee obligation
6. Additional Certifications The undersigned further certifies as follows: (a) Corporate Power and Authority. The Company has full corporate power and authority under the Delaware General Corporation Law, the Charter, and the Bylaws to execute and deliver the Agreement and each other Transaction Document to which it is a party, to perform its obligations thereunder, and to consummate the transactions contemplated the