Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 329 contracts
Samples: Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 130 contracts
Samples: Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (EF Hutton Acquisition Corp I)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 106 contracts
Samples: Underwriting Agreement (Prospect Energy Holdings Corp.), Underwriting Agreement (Prospect Energy Holdings Corp.), Underwriting Agreement (Oak Woods Acquisition Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 58 contracts
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Warrant Agreement (Treehouse Partners CORP), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 40 contracts
Samples: Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger Corp.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 36 contracts
Samples: Underwriting Agreement (Versus Systems Inc.), Underwriting Agreement (Versus Systems Inc.), Underwriting Agreement (Recruiter.com Group, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 33 contracts
Samples: Underwriting Agreement (Sushi Ginza Onodera, Inc.), Underwriting Agreement (Sushi Ginza Onodera, Inc.), Underwriting Agreement (ShiftPixy, Inc.)
Secretary’s Certificate. At each of the Closing Date Date, and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 23 contracts
Samples: Underwriting Agreement (NXT-Id, Inc.), Underwriting Agreement (NXT-Id, Inc.), Underwriting Agreement (Viveve Medical, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the By-Laws and Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 22 contracts
Samples: Underwriting Agreement (Healthcare Acquisition Corp), Underwriting Agreement (Pinpoint Advance CORP), Underwriting Agreement (Pinpoint Advance CORP)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 14 contracts
Samples: Underwriting Agreement (New Age Beverages Corp), Underwriting Agreement (Meridian Waste Solutions, Inc.), Underwriting Agreement (AzurRx BioPharma, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 14 contracts
Samples: Underwriting Agreement (Nuvve Holding Corp.), Underwriting Agreement (Bynd Cannasoft Enterprises Inc.), Underwriting Agreement (GlucoTrack, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 13 contracts
Samples: Underwriting Agreement (Permex Petroleum Corp), Underwriting Agreement (Foremost Lithium Resource & Technology Ltd.), Underwriting Agreement (Foremost Lithium Resources & Technology Ltd.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 13 contracts
Samples: Underwriting Agreement (Enterprise 4.0 Technology Acquisition Corp), Underwriting Agreement (Riverview Acquisition Corp.), Underwriting Agreement (Alpha Healthcare Acquisition Corp Iii)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 12 contracts
Samples: Underwriting Agreement (RoyaLand Co Ltd.), Underwriting Agreement (Primech Holdings LTD), Underwriting Agreement (EPWK Holdings Ltd.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (ia) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (iib) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iiic) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (d) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 11 contracts
Samples: Underwriting Agreement (Jupiter Wellness Acquisition Corp.), Underwriting Agreement (CCIF Acquisition Corp.), Underwriting Agreement (CCIF Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 9 contracts
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
Secretary’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 Secretary Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 8 contracts
Samples: Underwriting Agreement (Golden Arrow Merger Corp.), Underwriting Agreement (Golden Arrow Merger Corp.), Underwriting Agreement (CA Healthcare Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws Incorporation is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 8 contracts
Samples: Underwriting Agreement (Movano Inc.), Underwriting Agreement (Movano Inc.), Underwriting Agreement (TFF Pharmaceuticals, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 7 contracts
Samples: Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Pacific Monument Acquisition Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; modified or rescinded, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 7 contracts
Samples: Underwriting Agreement (Technology & Telecommunication Acquisition Corp), Underwriting Agreement (Technology & Telecommunication Acquisition Corp), Underwriting Agreement (Energem Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 6 contracts
Samples: Underwriting Agreement (FG New America Acquisition Corp.), Underwriting Agreement (FG New America Acquisition Corp.), Underwriting Agreement (FG New America Acquisition Corp.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 6 contracts
Samples: Underwriting Agreement (Tg Therapeutics, Inc.), Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Stemline Therapeutics Inc)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws By-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Immix Biopharma, Inc.), Underwriting Agreement (Hepion Pharmaceuticals, Inc.), Underwriting Agreement (Hepion Pharmaceuticals, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Ascend Acquisition Corp.), Underwriting Agreement (Ascend Acquisition Corp.), Underwriting Agreement (Ascend Acquisition Corp.)
Secretary’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 Secretary of the Company, dated the Closing Date or the each Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (LMP Automotive Holdings, Inc.), Underwriting Agreement (LMP Automotive Holdings, Inc.), Underwriting Agreement (LMP Automotive Holdings, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.the
Appears in 5 contracts
Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Articles of the Charter and Bylaws is Incorporation are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Skystar Bio-Pharmaceutical Co), Underwriting Agreement (China Education Alliance Inc.), Underwriting Agreement (Skystar Bio-Pharmaceutical Co)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Wetouch Technology Inc.), Underwriting Agreement (Wetouch Technology Inc.), Underwriting Agreement (Wetouch Technology Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws bye-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Altamira Therapeutics Ltd.), Underwriting Agreement (Altamira Therapeutics Ltd.), Underwriting Agreement (Altamira Therapeutics Ltd.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Document are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Blue Room Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Haymaker Acquisition Corp. 4), Underwriting Agreement (Haymaker Acquisition Corp. 4), Underwriting Agreement (Hawks Acquisition Corp)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the each Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that each of the Charter and the Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and/or any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Gain Therapeutics, Inc.), Underwriting Agreement (Modular Medical, Inc.), Underwriting Agreement (Modular Medical, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. III), Underwriting Agreement (Fusion Acquisition Corp. II), Underwriting Agreement (Fusion Acquisition Corp. II)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter Company’s Articles and Bylaws Notice of Articles is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 5 contracts
Samples: Underwriting Agreement (Strong Global Entertainment, Inc.), Underwriting Agreement (FG Group Holdings Inc.), Underwriting Agreement (Strong Global Entertainment, Inc)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in items (i) and (ii) of such certificate shall be attached to such certificate.
Appears in 4 contracts
Samples: Underwriting Agreement (Microlin Bio, Inc.), Underwriting Agreement (Microlin Bio, Inc.), Underwriting Agreement (Microlin Bio, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 4 contracts
Samples: Underwriting Agreement (DatChat, Inc.), Underwriting Agreement (DatChat, Inc.), Underwriting Agreement (Agriforce Growing Systems Ltd.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors or any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 4 contracts
Samples: Underwriting Agreement (AspenBio Pharma, Inc.), Underwriting Agreement (AspenBio Pharma, Inc.), Underwriting Agreement (AspenBio Pharma, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate items (i) and (ii) above shall be attached to such certificate.
Appears in 4 contracts
Samples: Underwriting Agreement (Kips Bay Medical, Inc.), Underwriting Agreement (Kips Bay Medical, Inc.), Underwriting Agreement (Kips Bay Medical, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 4 contracts
Samples: Underwriting Agreement (mF International LTD), Underwriting Agreement (mF International LTD), Underwriting Agreement (mF International LTD)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that each of the Charter and the Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and/or any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Biostage, Inc.), Underwriting Agreement (ClearSign Technologies Corp), Underwriting Agreement (Manhattan Bridge Capital, Inc)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws is true and complete, Incorporation has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Photomedex Inc), Underwriting Agreement (Photomedex Inc), Underwriting Agreement (Photomedex Inc)
Secretary’s Certificate. At each of the Closing Date and the any Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Pixie Dust Technologies, Inc.), Underwriting Agreement (Pixie Dust Technologies, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all written correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Catasys, Inc.), Underwriting Agreement (Catasys, Inc.), Underwriting Agreement (Catasys, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Documents is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws By-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws Document is true and complete, has not been modified and is in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Translational Development Acquisition Corp.), Vistas Acquisition Co II Inc., Vistas Acquisition Co II Inc.
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Company’s articles of the Charter and Bylaws association is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Direct Selling Acquisition Corp.), Underwriting Agreement (Direct Selling Acquisition Corp.)
Secretary’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 Secretary of the Company, Company dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Evoke Pharma Inc), Underwriting Agreement (Evoke Pharma Inc)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the applicable Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Organizational Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its their counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or their counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Insu Acquisition Corp Iii), Underwriting Agreement (Insu Acquisition Corp Iii)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Sachem Capital Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws Document is true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Blue World Acquisition Corp), Underwriting Agreement (Blue World Acquisition Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Longevity Acquisition Corp), Underwriting Agreement (Longevity Acquisition Corp)
Secretary’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 Secretary an authorized officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter Memorandum of Association and Bylaws Articles of Association is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (SuperCom LTD), Underwriting Agreement (SuperCom LTD)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Atlantic Coastal Acquisition Corp.), Underwriting Agreement (Atlantic Coastal Acquisition Corp.)
Secretary’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 Secretary of the Company, dated as of the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws is true and complete, has not been modified modified, and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Verb Technology Company, Inc.), Underwriting Agreement (Verb Technology Company, Inc.)
Secretary’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 Secretary Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (BOA Acquisition Corp.), Underwriting Agreement (BOA Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s 's Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Allegro Merger Corp.), Underwriting Agreement (Tiberius Acquisition Corp)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NASDAQ; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (WhiteSmoke, Inc.), Underwriting Agreement (WhiteSmoke, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission relating to the Registration Statement and Prospectus; and (iv) as to the incumbency of the executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Ceres, Inc.), Underwriting Agreement (Ceres, Inc.)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the applicable Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Organizational Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Document are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Sunfire Acquisition Corp LTD), Sunfire Acquisition Corp LTD
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and the Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (RumbleON, Inc.), Underwriting Agreement (RumbleON, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Haymaker Acquisition Corp. II), Underwriting Agreement (Haymaker Acquisition Corp. II)
Secretary’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 Secretary Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Alussa Energy Acquisition Corp.), Underwriting Agreement (Alussa Energy Acquisition Corp.)
Secretary’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 Secretary or acting Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Vallon Pharmaceuticals, Inc.), Underwriting Agreement (Vallon Pharmaceuticals, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all written correspondence between the Company or its counsel and the CommissionCommission relating to the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Globeimmune Inc), Underwriting Agreement (Globeimmune Inc)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its their counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or their counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (FTAC Parnassus Acquisition Corp.), Underwriting Agreement (FTAC Parnassus Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received receive a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (Great Basin Scientific, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Underwriting Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) as to the form of specimen certificate of the Common Stock; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (China SLP Filtration Technology, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Organizational Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (CastleRock Security Holdings, Inc.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Governing Documents is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission related to the Registration Statement; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission relating to the Offering; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the C of the Charter and Bylaws I is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence correspondences between the Company or its counsel Company’s Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission during the three (3) years preceding the date of this Agreement; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws By-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (Biovie Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NASDAQ and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (Breeze Holdings Acquisition Corp.)
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors or any financing committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission related to the Offering; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Secretary’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 Secretary or the Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and , (iv) as to the incumbency accuracy and completeness of all correspondence between the officers of Company or its counsel and the Company. The documents referred to in such certificate shall be attached to such certificate.NYSE and
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Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, Date (if any), the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter Company’s certificate of incorporation and Bylaws by-laws, each as amended, is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’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 of the Secretary of the Company, or such corporate officer equivalent, dated as of the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter Articles and Bylaws (and the charter, by-laws or other organizational documents of any Subsidiary) is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Constitution is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’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 Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
