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Contract analysis / secretarys-certificate.docx
secretarys-certificate.docx
1013-00002 · 6 clauses
High · 0 Medium · 0 Standard · 2
Section 1. Certification of Charter Documents
Section 1. Certification of Charter Documents 1.1 Restated Certificate of Incorporation The document attached hereto as Exhibit A is a true, correct, and complete copy of the Restated Certificate of Incorporation of the Company (the "Charter"), as filed with the Secretary of State of the State of Delaware under Delaware file number 6347821. The Charter has not been further amended, modified, supplemented, or restated
Section 2. Certification of Board Resolutions Standard
⚑ Commercial term
Section 2. Certification of Board Resolutions The document attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Board of Directors of the Company (the "Written Consent"), dated April 5, 2024, adopted by all of the directors of the Company eligible to vote thereon, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the
Section 3. Certification of Good Standing and Qualification
Section 3. Certification of Good Standing and Qualification The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Suite 200, Wilmington, Delaware 19801. A certificate of good standing with respect to the Company issued by t
Section 4. Incumbency and Specimen Signatures
Section 4. Incumbency and Specimen Signatures The undersigned hereby further certifies that the following persons are the duly elected or appointed officers of the Company, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their names are their true and genuine signatures. Each such officer is authorized to execute and deliver documents on behalf of the Co
Section 5. Additional Certifications
Section 5. Additional Certifications The undersigned hereby further certifies as follows: (a) The Company's Federal Employer Identification Number (FEIN) is 82-3194507. (b) The Company's principal office and headquarters is located at 450 Pinnacle Drive, Suite 300, South San Francisco, California 94080. (c) No proceedings for the dissolution, liquidation, winding up, or termination of the Company's existence have bee
Section 6. Reliance Standard
⚑ Commercial term
Section 6. Reliance This Certificate is being delivered to the Purchasers under the Purchase Agreement — namely, Pinnacle BioVentures Fund III, L.P., Cormorant Health Capital Partners, L.P., and Alder Creek Life Sciences Fund II, L.P. — and to their counsel, Whitfield, Greer & Cavanaugh LLP, in connection with the closing of the transactions contemplated by the Purchase Agreement on the date hereof. The Purchasers an