Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 322 contracts
Sources: Underwriting Agreement (Innovative Digital Investors Acquisition Corp.), Underwriting Agreement (Innovative Digital Investors Acquisition Corp.), Underwriting Agreement (Innovative Digital Investors Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, the President, the Chief Financial Officer and of the Secretary Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 72 contracts
Sources: Underwriting Agreement (Samos Energy Acquisition Corp), Underwriting Agreement (Osprey Acquisition Corp. III), Underwriting Agreement (Cartesian Growth Corp IV)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 71 contracts
Sources: Underwriting Agreement (Bleichroeder Acquisition Corp. III), Underwriting Agreement (Bleichroeder Acquisition Corp. III), Underwriting Agreement (Energy Transition Special Opportunities)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 50 contracts
Sources: Underwriting Agreement (Jones Ventures INTL Acquisition1 Corp), Underwriting Agreement (Yorkville International Capital Corp.), Underwriting Agreement (Yorkville International Capital Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 43 contracts
Sources: Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Oakmont Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Chief Executive Officer or the President, and the Secretary Chief Financial Officer of the Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 39 contracts
Sources: Underwriting Agreement (Laris Growth Acquisition Corp.), Underwriting Agreement (AMR Resources Acquisition Corp.), Underwriting Agreement (Forefront Tech Holdings Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board Chief Financial Officer or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 31 contracts
Sources: Underwriting Agreement (Oceanhawk Acquisition Corp.), Underwriting Agreement (Oceanhawk Acquisition Corp.), Underwriting Agreement (Oceanhawk Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 29 contracts
Sources: Underwriting Agreement (Columbus Circle Capital Corp III), Underwriting Agreement (Armada Acquisition Corp. III), Underwriting Agreement (Iron Dome Acquisition I Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 29 contracts
Sources: Underwriting Agreement (Nautilus Marine Acquisition Corp), Underwriting Agreement (Nautilus Marine Acquisition Corp), Underwriting Agreement (S.E. Asia Emerging Market Company., LTD)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Chief Executive Officer or the President, and the Secretary Chief Financial Officer or Assistant Secretary General Counsel of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 28 contracts
Sources: Underwriting Agreement (Spartacus Acquisition Corp. II), Underwriting Agreement (Mountain Lake Acquisition Corp. II), Underwriting Agreement (Spartacus Acquisition Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) of the Company as the Representative may reasonably request.
Appears in 25 contracts
Sources: Underwriting Agreement (Renaissance Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Endeavor Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, Chief Financial Officer and of the Secretary Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 24 contracts
Sources: Underwriting Agreement (HCM IV Acquisition Corp.), Underwriting Agreement (HCM IV Acquisition Corp.), Underwriting Agreement (HCM IV Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Non-Executive Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 23 contracts
Sources: Underwriting Agreement (Integrated Energy Transition Acquisition Corp.), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 20 contracts
Sources: Underwriting Agreement (AEI CapForce II Investment Corp), Underwriting Agreement (Pine Tree Acquisition Corp.), Underwriting Agreement (AEI CapForce II Investment Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Chief Executive Officer or the President, and the Secretary Chief Financial Officer or Assistant Secretary General Counsel of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 18 contracts
Sources: Underwriting Agreement (Legato Merger Corp. IV), Underwriting Agreement (Legato Merger Corp. IV), Underwriting Agreement (EQV Ventures Acquisition Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 17 contracts
Sources: Underwriting Agreement (Enterprise 4.0 Technology Acquisition Corp), Underwriting Agreement (Riverview Acquisition Corp.), Underwriting Agreement (Alpha Healthcare Acquisition Corp Iii)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 3.30 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 17 contracts
Sources: Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 250 Merger Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Financial Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 16 contracts
Sources: Underwriting Agreement (India Globalization Capital, Inc.), Underwriting Agreement (Crossfire Capital Corp.), Underwriting Agreement (Phoenix India Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 14 contracts
Sources: Underwriting Agreement (Dynamix Corp III), Underwriting Agreement (Maywood Acquisition Corp.), Underwriting Agreement (Maywood Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 14 contracts
Sources: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (FMG Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, Chief Financial Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 13 contracts
Sources: Underwriting Agreement (Industrial Human Capital, Inc.), Underwriting Agreement (Firemark Global Capital, Inc.), Underwriting Agreement (Industrial Human Capital, Inc.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 11 contracts
Sources: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, Date or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 11 contracts
Sources: Underwriting Agreement (Cantor Equity Partners VII, Inc.), Underwriting Agreement (Cantor Equity Partners VII, Inc.), Underwriting Agreement (Cantor Equity Partners VII, Inc.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) of the Company as the Representative may reasonably request.
Appears in 10 contracts
Sources: Underwriting Agreement (Capital Ten Acquisition Corp.), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman Chief Financial Officer of the Board Company, or the Chief Executive Officer and the Secretary any similar or Assistant Secretary equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 10 contracts
Sources: Underwriting Agreement (X3 Acquisition Corp. Ltd.), Underwriting Agreement (X3 Acquisition Corp. Ltd.), Underwriting Agreement (Solarius Capital Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 8 contracts
Sources: Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Chief Executive Officer or the President, and the Secretary Chief Financial Officer or Assistant Secretary General Counsel of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 8 contracts
Sources: Underwriting Agreement (Israel Acquisitions Corp), Underwriting Agreement (Israel Acquisitions Corp), Underwriting Agreement (SHUAA Partners Acquisition Corp I)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 7 contracts
Sources: Underwriting Agreement (Origin Investment Corp I), Underwriting Agreement (Origin Investment Corp I), Underwriting Agreement (Aimei Health Technology Co., Ltd.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement Agree-ment to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 7 contracts
Sources: Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (China Fortune Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correctcorrect in all material respects. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 7 contracts
Sources: Underwriting Agreement (Viking Acquisition Corp. II), Underwriting Agreement (Viking Acquisition Corp. II), Underwriting Agreement (Viking Acquisition Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Chief Operations Officer of the Company (in their capacities as such), dated as reasonably requestrequested.
Appears in 7 contracts
Sources: Underwriting Agreement (Rosecliff Acquisition Corp I), Underwriting Agreement (Kludein I Acquisition Corp), Underwriting Agreement (Kludein I Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Financial Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 7 contracts
Sources: Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. correct In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 7 contracts
Sources: Underwriting Agreement (Keystone Acquisition Corp.), Underwriting Agreement (Keystone Acquisition Corp.), Underwriting Agreement (Crane Harbor Acquisition Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Chief Financial Officer or Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 7 contracts
Sources: Underwriting Agreement (Aquarius II Acquisition Corp.), Underwriting Agreement (Aquarius II Acquisition Corp.), Underwriting Agreement (Aquarius II Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the and Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, who can be the same person, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 7 contracts
Sources: Underwriting Agreement (Movano Inc.), Underwriting Agreement (Movano Inc.), Underwriting Agreement (TFF Pharmaceuticals, Inc.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Non-Executive Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 6 contracts
Sources: Underwriting Agreement (M3-Brigade Acquisition III Corp.), Underwriting Agreement (M3-Brigade Acquisition III Corp.), Underwriting Agreement (M3-Brigade Acquisition II Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary Chief Financial Officer, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 6 contracts
Sources: Underwriting Agreement (Aperture AC), Underwriting Agreement (Aperture AC), Underwriting Agreement (Aperture AC)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by any two of the Non-Executive Chairman of the Board or Board, the Chief Executive Officer and or the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 6 contracts
Sources: Underwriting Agreement (Sierra Lake Acquisition Corp.), Underwriting Agreement (Sierra Lake Acquisition Corp.), Underwriting Agreement (Sierra Lake Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary Chief Financial Officer, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (Breeze Acquisition Corp. II), Underwriting Agreement (Breeze Acquisition Corp. II), Underwriting Agreement (Breeze Acquisition Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Principal Executive Officer, and the Chief Executive Financial Officer and of the Secretary Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (Tribeca Strategic Acquisition Corp.), Underwriting Agreement (Tribeca Strategic Acquisition Corp.), Underwriting Agreement (Tribeca Strategic Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (Infinity I-China Acquisition CORP), Underwriting Agreement (Infinity I-China Acquisition CORP), Underwriting Agreement (Coconut Palm Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof 2hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (Fintech Acquisition Corp V), Underwriting Agreement (Fintech Acquisition Corp V), Underwriting Agreement (FinTech Acquisition Corp. IV)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer or Chief Financial Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (HCM Acquisition Corp), Underwriting Agreement (HCM Acquisition Corp), Underwriting Agreement (HCM Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in this Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Underwriter will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Underwriter may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (Haymaker Acquisition Corp. II), Underwriting Agreement (Haymaker Acquisition Corp. II), Underwriting Agreement (M III Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that (i) the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that (ii) the conditions set forth in Section 4 hereof have been satisfied as of such date and thatdate, (iii) as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 5 contracts
Sources: Underwriting Agreement (Pono Capital Four, Inc.), Underwriting Agreement (Pono Capital Four, Inc.), Underwriting Agreement (Pono Capital Four, Inc.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (Integrated Wellness Acquisition Corp), Underwriting Agreement (Integrated Wellness Acquisition Corp), Underwriting Agreement (Thrive Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and by the Secretary or Assistant Secretary of the Company Chief Financial Officer (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (NMP Acquisition Corp.), Underwriting Agreement (NMP Acquisition Corp.), Underwriting Agreement (NMP Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 Section4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 Section2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (Lake Superior Acquisition Corp), Underwriting Agreement (Lake Superior Acquisition Corp), Underwriting Agreement (Lake Superior Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board of Directors or the Co-Chief Executive Officer and or the Secretary or Assistant Secretary of the Company (in their capacities as such), dated as of the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (Copley Acquisition Corp), Underwriting Agreement (Copley Acquisition Corp), Underwriting Agreement (Copley Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board Chief Executive Officer or the Chief Executive Financial Officer and the or Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that (i) the Company has performed performed, in all material respects, all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that (ii) the conditions set forth in Section 4 hereof have been satisfied as of such date and thatin all material respects, (iii) as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correctcorrect in all material respects, except for those representations and warranties of the Company the failure of which would not have, individual or in the aggregate, a Material Adverse Effect. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (White Pearl Acquisition Corp.), Underwriting Agreement (White Pearl Acquisition Corp.), Underwriting Agreement (White Pearl Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Underwriter will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Underwriter may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (PMV Acquisition Corp.), Underwriting Agreement (E-Compass Acquisition Corp.), Underwriting Agreement (Sino Mercury Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board Chief Financial Officer or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (GSR v Acquisition Corp.), Underwriting Agreement (GSR v Acquisition Corp.), Underwriting Agreement (GSR IV Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date Time and the Option Closing DateTime, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that that:
(i) the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and ;
(ii) that the conditions set forth in Section 4 4.1.1(ii) and (iii) and Section 4.5 hereof have been satisfied as of such date and that, as of the Closing Date Time and the Option Closing DateTime, as the case may be, ; and
(iii) the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers correct as of the Company (in their capacities as such) Closing Time and the Option Closing Time, as the Representative case may reasonably requestbe.
Appears in 4 contracts
Sources: Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Arcade China Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, (i) the Representative Company shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (performed, in their capacities as such)all material respects, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that (ii) the conditions set forth in Section 4 4.5 hereof shall not have been satisfied occurred as of such date and thatdate, (iii) as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are shall be true and correctcorrect in all material respects (except for such representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (iv) the Representative shall have received a certificate of the Company signed by the Chief Executive Officer and the President of the Company, dated the Closing Date or the Option Closing Date, as the case may be, to such effect. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (Global Logistics Acquisition CORP), Underwriting Agreement (TAC Acquisition Corp.), Underwriting Agreement (Global Logistics Acquisition CORP)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the and Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct, in all material respects as of the Closing Date and the Option Closing Date, as the case may be, respectively. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 4 contracts
Sources: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Peak Resorts Inc)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement Agree-ment to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Global Alternative Asset Management, Inc.), Underwriting Agreement (Global Alternative Asset Management, Inc.), Underwriting Agreement (Global Alternative Asset Management, Inc.)
Officer’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Non-Executive Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Proem Acquisition Corp. I), Underwriting Agreement (Proem Acquisition Corp. I), Underwriting Agreement (Proem Acquisition Corp. I)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Non-Executive Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Virtuoso Acquisition Corp. 2), Underwriting Agreement (Monument Circle Acquisition Corp.), Underwriting Agreement (Monument Circle Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Chief Executive Officer or the President, and the Secretary Chief Financial Officer of the Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects 7all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Translational Development Acquisition Corp.), Underwriting Agreement (Translational Development Acquisition Corp.), Underwriting Agreement (Willow Lane Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Renatus Tactical Acquisition Corp I), Underwriting Agreement (Renatus Tactical Acquisition Corp I), Underwriting Agreement (Renatus Tactical Acquisition Corp I)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Chief Executive Officer Officer, and the Secretary Chief Financial Officer of the Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Material Resource Acquisition Corp.), Underwriting Agreement (Illumination Acquisition Corp. I), Underwriting Agreement (Illumination Acquisition Corp. I)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, the President, the Chief Financial Officer and of the Secretary Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (Semper Paratus Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary (or another authorized executive officer of the Company) of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Underwriter will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Underwriter may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (RRE Ventures Acquisition Corp.), Underwriting Agreement (TGE Value Creative Solutions Corp), Underwriting Agreement (TGE Value Creative Solutions Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the a Co-Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Black Spade Acquisition III Co), Underwriting Agreement (Black Spade Acquisition III Co), Underwriting Agreement (Black Spade Acquisition III Co)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Banyan Acquisition Corp), Underwriting Agreement (Banyan Acquisition Corp), Underwriting Agreement (Banyan Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Hawks Acquisition Corp), Underwriting Agreement (Hawks Acquisition Corp), Underwriting Agreement (Hawks Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary Chief Financial Officer of the Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Bitcoin Infrastructure Acquisition Corp LTD), Underwriting Agreement (Bitcoin Infrastructure Acquisition Corp LTD), Underwriting Agreement (CSLM Digital Asset Acquisition Corp III, LTD)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) of the Company as the Representative Representatives may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Cantor Equity Partners, Inc.), Underwriting Agreement (Cantor Equity Partners, Inc.), Underwriting Agreement (CF Acquisition Corp. A)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board Board, the Chief Executive Officer or the Chief Executive Financial Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and thatand, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Fintech Acquisition Corp. II), Underwriting Agreement (Fintech Acquisition Corp. II), Underwriting Agreement (FinTech Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 Article IV hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 Article II hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Apogee Acquisition Corp), Underwriting Agreement (Apogee Acquisition Corp), Underwriting Agreement (Apogee Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board of Directors or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated as of the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, Date or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and or the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 3 contracts
Sources: Underwriting Agreement (Collective Acquisition Corp. II), Underwriting Agreement (Collective Acquisition Corp. II), Underwriting Agreement (Collective Acquisition Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 3 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Global Blockchain Acquisition Corp.), Underwriting Agreement (Global Blockchain Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Co-Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Co-Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) of the Company as the Representative Co-Representatives may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Media & Entertainment Holdings, Inc.), Underwriting Agreement (Media & Entertainment Holdings, Inc.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed on behalf of the Company by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company on behalf of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Kensington Capital Acquisition Corp. VI), Underwriting Agreement (Kensington Capital Acquisition Corp. VI)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and of the Secretary Company, the Chief Financial Officer of the Company, or Assistant Secretary any other authorized officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Vine Hill Capital Investment Corp. II), Underwriting Agreement (Vine Hill Capital Investment Corp. II)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, the President, the Chief Financial Officer and of the Secretary Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (FACT II Acquisition Corp.), Underwriting Agreement (FACT II Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that (i) the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that (ii) the conditions set forth in Section 4 hereof have been satisfied as of such date and thatdate, (iii) as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Love & Health LTD)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Officer, Secretary or Assistant Secretary Secretary, Chief Financial Officer of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (M3-Brigade Acquisition VI Corp.), Underwriting Agreement (M3-Brigade Acquisition VI Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, Chief Financial Officer and of the Secretary Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (BTC Development Corp.), Underwriting Agreement (BTC Development Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary one additional senior executive officer of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I), Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof 2hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (FinTech Acquisition Corp. IV), Underwriting Agreement (FinTech Acquisition Corp. IV)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary one additional senior executive officer of the Company (in their capacities as such)Company, acceptable to the Representative, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Cascadia Acquisition Corp.), Underwriting Agreement (Cascadia Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, the President, the Chief Financial Officer and of the Secretary Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (EVe Mobility Acquisition Corp), Underwriting Agreement (EVe Mobility Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer or the President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Aura Fat Projects Acquisition Corp), Underwriting Agreement (Aura Fat Projects Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in this Section 4 hereof 3 have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Fpa Energy Acquisition Corp.), Underwriting Agreement (Fpa Energy Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Electrum Special Acquisition Corp), Underwriting Agreement (Electrum Special Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary (“CEO”), or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Inflection Point Acquisition Corp. VI), Underwriting Agreement (Inflection Point Acquisition Corp. VI)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative Representatives will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Representatives may have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Chief Operations Officer of the Company (in their capacities as such), dated as reasonably requestrequested.
Appears in 2 contracts
Sources: Underwriting Agreement (Virtuoso Acquisition Corp.), Underwriting Agreement (Virtuoso Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 Sections 5.1.3 and 5.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correctcorrect in all material respects as of the Closing Date or the Option Closing Date, as the case may be, respectively. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Surgivision Inc), Underwriting Agreement (Surgivision Inc)
Officer’s Certificate. At each of the Closing Date and the Option Closing DateDate(s), if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or Board, the Chief Executive Officer or the President, and the Secretary Chief Financial Officer of the Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Muzero Acquisition Corp), Underwriting Agreement (Muzero Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Chairman of the Board or the and Chief Executive Officer and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct, in all material respects as of the Closing Date and the Option Closing Date, as the case may be, respectively. In addition, the Representative Underwriter will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative Underwriter may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board of Directors or the Chief Executive Officer and or the Secretary or Assistant Secretary of the Company (in their capacities as such), dated as of the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Yorkville Acquisition Corp.), Underwriting Agreement (Yorkville Acquisition Corp.)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Board, a co-Chief Executive Officer or the President, and the Secretary Chief Financial Officer of the Company, or Assistant Secretary any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of the Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Stellar v Capital Corp. (Cayman Islands)), Underwriting Agreement (Stellar v Capital Corp. (Cayman Islands))
Officer’s Certificate. At each of the Closing Date Time and the Option Closing DateTime, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that that:
(i) the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and ;
(ii) that the conditions set forth in Section 4 5.1.1(ii) and (iii) and Section 5.5 hereof have been satisfied as of such date and that, as of the Closing Date Time and the Option Closing DateTime, as the case may be, ; and
(iii) the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers correct as of the Company (in their capacities as such) Closing Time and the Option Closing Time, as the Representative case may reasonably requestbe.
Appears in 2 contracts
Sources: Underwriting Agreement (Arcade China Acquisition Corp), Underwriting Agreement (Arcade China Acquisition Corp)
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer President and the Secretary or Assistant Secretary of the Company (in their capacities as such)Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 4.5 hereof have been satisfied in all material respects as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correctcorrect in all material respects. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
Appears in 2 contracts
Sources: Underwriting Agreement (Echo Healthcare Acquisition Corp.), Underwriting Agreement (Echo Healthcare Acquisition Corp.)