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Contract analysis / secretary-certificate.docx
secretary-certificate.docx
1013-00003 · 7 clauses
High · 0 Medium · 1 Standard · 1
1. Certificate of Incorporation.
1. Certificate of Incorporation. The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended to date (including all certificates of amendment and all certificates of designation filed in connection with any series of the Company's Preferred Stock), as currently on file with the Secretary of State of the State o
2. Bylaws.
2. Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as amended to date and currently in full force and effect. The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment attached hereto as part of Exhibit B, and no proceedings for any such amendment, re
3. Board Written Consent. Standard
⚑ Commercial term
3. Board Written Consent. The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the Action by Written Consent of the Board of Directors of the Company, dated September 11, 2025 (the "Board Consent"). The Board Consent was duly adopted in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), including withou
4. Incumbency and Authorized Signatories. Medium
⚑ Forum / governing law
4. Incumbency and Authorized Signatories. The undersigned hereby 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 each such person has been duly authorized by the Board Consent to execute and deliver the Agreement, the Notes, and any and all other Transaction Documents, agreements, instruments,
5. Good Standing.
5. Good Standing. The undersigned hereby certifies that attached hereto as Exhibit D is a certificate of good standing (or certificate of status, as applicable) of the Company issued by the Secretary of State of the State of Delaware, dated not more than five (5) business days prior to the date hereof. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of D
6. No Conflicts; No Proceedings.
6. No Conflicts; No Proceedings. The undersigned hereby certifies that the execution, delivery, and performance by the Company of the Agreement and the Notes, and the consummation of the transactions contemplated thereby, including, without limitation, the issuance of the Notes and the reservation of shares of Preferred Stock issuable upon conversion thereof, do not and will not: (a) conflict with or violate any prov
7. Required Consents Obtained.
7. Required Consents Obtained. The undersigned hereby certifies that all corporate and stockholder approvals, consents, and waivers required in connection with the execution, delivery, and performance of the Agreement and the Notes, and the consummation of the transactions contemplated thereby, have been duly and validly obtained and are in full force and effect as of the date hereof, including without limitation: (a