General Counsel Certificate. At the Closing Date and at each Option Closing Date, the duly executed and delivered certificate (addressed to the Underwriters) of its General Counsel/Compliance with respect to certain regulatory matters dated as of the Closing Date, and in form and substance satisfactory to counsel for the Representative.
General Counsel Certificate. At the Closing Date, the Underwriters shall have received a certificate, dated the Closing Date, from Xxxx Xxxxxxxxx, General Counsel of Seadrill Management Ltd., in form and substance satisfactory to the Underwriters.
General Counsel Certificate. This certificate is being delivered pursuant to Section 8(d) of the Underwriting Agreement, dated February [●], 2017 (the “Underwriting Agreement”), among Atkore International Group Inc. (the “Company”), Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC, as representatives of the several underwriters named therein, and CD&R Allied Holdings, L.P. (the “Selling Stockholder”), relating to the sale today by the Selling Stockholder of 8,000,000 shares of the Company’s Common Stock, par value $0.01 per share. Capitalized terms not defined herein shall have the meaning assigned thereto in the Underwriting Agreement. I, Xxxxxx X. Xxxxx, solely in my capacity as General Counsel of the Company and not individually, hereby certify on behalf of the Company that, to my knowledge, except as referenced in each of the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any Designated Subsidiary is a party or to which any property of the Company or any of the Designated Subsidiaries is the subject that would reasonably be expected to have a Material Adverse Effect. The views expressed in this certificate are rendered only as of the date hereof, and I assume no responsibility to advise you of facts, circumstances, changes in law, or other events or developments that hereafter may occur or be brought to my attention and may alter, affect or modify the views expressed herein.
General Counsel Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the General Counsel, Executive Vice President and Secretary of the Company confirming that (i) such General Counsel has carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and is familiar with the legal, governmental and regulatory affairs of the Company and its subsidiaries, and (ii) to the knowledge of such General Counsel, certain representations set forth in Section 3(r) hereof with respect to legal, governmental or regulatory investigations, actions, suits or proceedings are true and correct.
General Counsel Certificate. The Representatives shall have received on and as of the Closing Date a certificate of the General Counsel, Executive Vice President and Secretary of the Company confirming that (i) such General Counsel has carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and is familiar with the legal, governmental and regulatory affairs of the Company and its subsidiaries, and (ii) to the knowledge of such General Counsel, certain representations set forth in Section 3(s) hereof with respect to legal, governmental or regulatory investigations, actions, suits or proceedings are true and correct.
