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 true and complete copies of each of the Charter and Bylaws have been provided, 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; (and (iii) 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 (Digital Ally Inc), Underwriting Agreement (Digital Ally Inc), Underwriting Agreement (Digital Ally Inc)
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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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 (Vapor Corp.), Underwriting Agreement (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, 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 the Bylaws and the Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission and (iiiiv) 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 (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China 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 true and complete copies of each of the Charter and Bylaws have been provided, 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; (and (iii) 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 (My Size, Inc.), Underwriting Agreement (My Size, Inc.), Underwriting Agreement (Avinger 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 the Bylaws and Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 offer-ing contemplated by this Agreement are in full force and effect and have not been modified; , (iii) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (China Fortune Acquisition Corp.), Underwriting Agreement (China Discovery Acquisition Corp.), Underwriting Agreement (China Fortune Acquisition Corp.)
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 Closing Date, as the case may be, respectively, certifying: certifying (i) that the Bylaws and Amended and Restated Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Federal Services Acquisition CORP), Underwriting Agreement (Federal Services Acquisition CORP), Underwriting Agreement (Oracle 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 of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that the By-Laws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission and (iiiiv) 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 (Passport Restaurants, Inc.), Underwriting Agreement (Gigabeam Corp), Underwriting Agreement (Fusion Telecommunications International 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 the Articles are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (ChinaGrowth South Acquisition CORP), Underwriting Agreement (ChinaGrowth North Acquisition CORP), Underwriting Agreement (ChinaGrowth South Acquisition CORP)
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 Option Date, as the case may be, respectively, certifying: (i) that the Charter is true and complete copies of each of the Charter and Bylaws have been providedcomplete, 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 (iiiiv) 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 (Global Backbone Technology Ltd.), Underwriting Agreement (Beroni Group LTD), Underwriting Agreement (Immuron 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 the Bylaws and Certificate of Incorporation, as amended, of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Aldabra Acquisition CORP), Underwriting Agreement (Rand Acquisition CORP), Underwriting Agreement (Rand 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 the Bylaws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 offer-ing contemplated by this Agreement are in full force and effect and have not been modified; , (iii) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Rand Acquisition Corp. II), Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (QuadraPoint 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 or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that the Charter Documents of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.)
Secretary’s Certificate. At each of On 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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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 (Cel Sci Corp), Underwriting Agreement (Shineco, Inc.), Underwriting Agreement (Shineco, 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 true and complete copies of each of the Charter and Bylaws have been providedis 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) the good standing of the Company and its subsidiaries; and (iiiiv) 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 (usell.com, Inc.), Underwriting Agreement (usell.com, Inc.), Underwriting Agreement (AMEDICA 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 the By-Laws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 (Alpha Security Group CORP), Underwriting Agreement (Alpha Security Group CORP), Underwriting Agreement (Alpha Security Group 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 Closing Date, as the case may be, respectively, certifying: certifying (i) that the Bylaws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (General Finance CORP), Underwriting Agreement (General Finance CORP), Underwriting Agreement (Confluence Acquisition Partners I, 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: (i) that the Charter of the Company filed as an exhibit to the Registration Statement is true and complete copies of each of the Charter and Bylaws have been providedcomplete, 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) all correspondence between the Company or its counsel and the Commission; (iiiiv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from the Cayman Islands Government General Registry. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectively, certifying: (i) that the Bylaws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 and the Private Placement are in full force and effect and have not been modified; (iii) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent 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 the Articles and Memorandum of Association are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 (iiiiv) 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: Placement Agreement (Tantech Holdings LTD), Placement Agreement (Tantech Holdings LTD), Placement Agreement (Tantech 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 Closing Date, as the case may be, respectively, certifying: (i) that the memorandum and articles of association of the Company filed as an exhibit to the Registration Statement are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iiiiv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from the Cayman Islands. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Edoc Acquisition Corp.), Underwriting Agreement (Edoc Acquisition Corp.), Underwriting Agreement (Edoc 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 the Charter is true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 and the Deposit 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 (iiiiv) 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 (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD)
Secretary’s Certificate. At As of 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, Company certifying: (i) that the Amended and Restated Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the NYSE; and (iiiv) 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: Services Agreement (Union Acquisition Corp.), Underwriting Agreement (Union Acquisition Corp.), Underwriting Agreement (Union 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 such Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that true and complete copies of each of the Charter and the Bylaws have been providedis 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 Company Counsel and the Commission; and (iiiiv) 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 (Myomo Inc), Underwriting Agreement (Workhorse Group Inc.), Underwriting Agreement (RumbleON, 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 the Bylaws and Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (China Discovery Acquisition Corp.), Underwriting Agreement (China Discovery Acquisition Corp.), Underwriting Agreement (Nagao Group Holdings LTD)
Secretary’s Certificate. At As of each of the Closing Date and the Option Closing Date, if any, the Representative Co-Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that the Certificate of Incorporation, as amended, of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and NASDAQ; and (iiiv) 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 (Cactus Acquisition Corp. 1 LTD), Underwriting Agreement (Cactus Acquisition Corp. 1 LTD), Underwriting Agreement (Cactus Acquisition Corp. 1 LTD)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Selling Agent 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 the Certificate of Incorporation are true and complete copies of each of the Charter and Bylaws complete, have been provided, 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 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 (iiiiv) 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: Selling Agent Agreement (McGraw Conglomerate Corp), Selling Agent Agreement (Long Island Iced Tea Corp.), Subscription Agreement (Long Island Iced Tea Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the CompanyCompany (or the Chairman of the Company if there is no Secretary or Assistant Secretary at such time), dated the Closing Date or the Option Dateand any settlement date, as the case may beapplicable, respectively, certifying: certifying (i) that the Amended and Restated Memorandum and Articles of Association are true and complete copies of each of the Charter and Bylaws complete, have been provided, 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 contemplated by this Agreement are in full force and effect and have not been modified; , (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS 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 true and complete copies of each of the Charter and Bylaws have been providedis 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; (and (iii) as to the incumbency of the officers Co-Chief Executive Officers and Chief Financial Officer of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Clip Interactive, LLC), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Clip Interactive, LLC
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 or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that the Amended and Restated Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone 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 true and complete copies of each of the Charter and Bylaws have been providedbylaws 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; (and (iii) 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 (NRX Pharmaceuticals, Inc.), Underwriting Agreement (NRX Pharmaceuticals, Inc.), Underwriting Agreement (Staffing 360 Solutions, 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 the Memorandum and Articles of Association of the Company is true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission and (iiiiv) 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 (CS China Acquisition Corp.), Underwriting Agreement (CS China Acquisition Corp.), Underwriting Agreement (CS China 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 the By-laws and Restated Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc)
Secretary’s Certificate. At As of 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 the Amended and Restated Memorandum and Articles of Association, as amended, of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and Nasdaq; and (iiiv) 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 (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 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 Closing Date, as the case may be, respectively, certifying: certifying (i) that the Bylaws and the Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission and (iiiiv) 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 (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I 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: (i) that the By-Laws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 (Platinum Energy Resources Inc), Underwriting Agreement (Platinum Energy Resources Inc), Underwriting Agreement (Platinum Energy Resources Inc)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Xxxxxx 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 the Bylaws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Argyle Security 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 the Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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; (and , (iii) all correspondence between the Company or its counsel and the Commission, (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 (Redstar Partners, Inc.), Underwriting Agreement (Redstar Partners, Inc.), Underwriting Agreement (Redstar Partners, 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 true and complete copies of each of the Charter and Bylaws have been providedis 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; (and (iii) as to the incumbency of the officers Co-Chief Executive Officers and Chief Financial Officer of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)
Secretary’s Certificate. At each of On the Closing Date and the Option Closing Date, if any, the Representative Selling Agent 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 the Certificate of Incorporation is true and complete copies of each of the Charter and Bylaws have been providedcomplete, 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 contemplated by this Agreement are in full force and effect and have not been modifiedmodified or rescinded; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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: Subscription Agreement (Alliance MMA, Inc.), Subscription Agreement (Alliance MMA, 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: (i) that the amended and restated certificate of incorporation or bylaws of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iiiiv) all correspondence between the Company or its counsel and the Nasdaq Capital Market; (v) as to the incumbency of the officers of the Company; and (vi) a good standing certificate from the State of Delaware. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Cleantech Acquisition Corp.), Underwriting Agreement (Cleantech 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 the amended and restated memorandum and articles of association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iiiiv) all correspondence between the Company or its counsel and Nasdaq; (v) as to the incumbency of the officers of the Company; and (vi) a good standing certificate from the Cayman Islands Government General Registry. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Rights Agreement (Global Lights Acquisition Corp), Underwriting Agreement (Global Lights Acquisition Corp)
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 the Bylaws and Amended and Restated Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Apex Bioventures Acquisition Corp), Underwriting Agreement (Advanced Technology 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 the Amended and Restated Bylaws and Amended and Restated Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all written correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Oracle Healthcare Acquisition Corp.), Underwriting Agreement (Oracle 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 true and complete copies the Certificate of each of the Charter and Bylaws have been provided, has not been modified and Incorporation 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 (iiiiv) 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 (Surgivision Inc), Underwriting Agreement (Surgivision Inc)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if anyClosing, the Representative Placement Agent 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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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: Placement Agency Agreement (VistaGen Therapeutics, Inc.), Placement Agency Agreement (VistaGen Therapeutics, 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 such Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that true and complete copies of each of the Charter and the Bylaws have been providedis 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 Company Counsel and the Commission; and (iiiiv) 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 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 the Articles and Memorandum of Association are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 (iiiiv) 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 (Tantech Holdings LTD), Underwriting Agreement (Tantech Holdings LTD)
Secretary’s Certificate. At each of On the Closing Date and the Option Closing Date, and Option Closing Date if anyapplicable, 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 the Memorandum and Articles of Associations are true and complete copies of each of the Charter and Bylaws have been providedcomplete, 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 (iiiiv) 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 (Oranco Inc), Underwriting Agreement (Oranco 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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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 (BitNile Holdings, Inc.), Underwriting Agreement (BitNile 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: (i) that the amended and restated certificate of incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the NYSE American; and (iiiv) 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 (Viveon Health Acquisition Corp.), Underwriting Agreement (Viveon Health 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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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 (Cel Sci Corp), Underwriting Agreement (Tonix Pharmaceuticals Holding 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 the By-Laws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Unity Emerging Technology Venture One LTD), Underwriting Agreement (Grout Dianna)
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 the certificate of incorporation and the bylaws of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iiiiv) all correspondence between the Company or its counsel and the New York Stock Exchange; (v) as to the incumbency of the officers of the Company; and (vi) a good standing certificate from the State of Delaware. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Quantum FinTech Acquisition Corp), Underwriting Agreement (Quantum FinTech Acquisition Corp)
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 such Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that true and complete copies of each of the Charter certificate of incorporation and Bylaws have been providedthe bylaws 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 Company Counsel and the Commission; and (iiiiv) 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 (Super League Gaming, Inc.), Underwriting Agreement (Super League Gaming, 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 Closing Date, as the case may be, respectively, certifying: certifying (i) that the Bylaws and Amended and Restated Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all written correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the CompanyCompany (or the Chairman of the Company if there is no Secretary or Assistant Secretary at such time), dated the Closing Date or the Option Dateand any settlement date, as the case may beapplicable, respectively, certifying: certifying (i) that the Amended and Restated Memorandum and Articles of Association are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 contemplated by this Agreement are in full force and effect and have not been modified; , (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Ahren Acquisition Corp.), Underwriting Agreement (Ahren Acquisition Corp.)
Secretary’s Certificate. At each of On the Closing Date and the Option Closing Date, if any, the Representative Selling Agent 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 the Certificate of Incorporation are true and complete copies of each of the Charter and Bylaws complete, have been provided, 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 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 (iiiiv) 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: Selling Agent Agreement (AzurRx BioPharma, Inc.), Selling Agent Agreement (AzurRx BioPharma, 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 true and complete copies of each of the Charter and Bylaws have been providedis 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; (and (iii) 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 (Enservco Corp), Underwriting Agreement (Enservco 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, Assistant Secretary or other officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that the Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Spring Creek Acquisition Corp.), Underwriting Agreement (Spring Creek 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 true and complete copies of each of the Charter and Bylaws have been providedis 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; (and (iii) 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 (Sigma Labs, Inc.), Underwriting Agreement (Novume Solutions, 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: (i) that the Amended and Restated Certificate of Incorporation and Bylaws of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the NYSE; and (iiiv) 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 (Megalith Financial Acquisition Corp), Underwriting Agreement (Megalith Financial Acquisition Corp)
Secretary’s Certificate. At each The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company (or if the Company has not appointed a Secretary or Assistant Secretary, the Chief Financial Officer of the Company), dated the First 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 Option Date, as the case may be, respectively, certifying: certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete copies of each of the Charter and Bylaws have been providedcomplete, 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 contemplated by this Agreement are in full force and effect and have not been modified; , (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Glass Houses Acquisition Corp.), Underwriting Agreement (Glass Houses 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 true and complete copies of each of the Charter and Bylaws have been providedis 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;; (and (iii) 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 (PaxMedica, Inc.), Underwriting Agreement (PaxMedica, 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 the Amended and Restated Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (S.E. Asia Emerging Market Company., LTD), Underwriting Agreement (S.E. Asia Emerging Market Company., 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: (i) that the By-laws and Amended and Restated Articles of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 (BBV Vietnam S.E.A. Acquisition Corp.), Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.)
Secretary’s Certificate. At As of 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 the Memorandum and Articles of Association, as amended, of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the NYSE; and (iiiv) 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 (Americas Technology Acquisition Corp.), Underwriting Agreement (Americas Technology 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 the Articles of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 (Nautilus Marine Acquisition Corp), Underwriting Agreement (Nautilus Marine Acquisition Corp)
Secretary’s Certificate. At each of On the Closing Date and the Option Additional 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 and Additional Closing Date, as the case may be, respectively, certifying: (i) that true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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 (Applied UV, Inc.), Underwriting Agreement (Applied UV, 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 true and complete copies of each of the Charter and Bylaws have been providedis 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; (and (iii) 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 (Sidus Space Inc.), Underwriting Agreement (Sidus Space Inc.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent 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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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 On the Closing Date and the Option Additional 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 and Additional Closing Date, as the case may be, respectively, certifying: (i) that true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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 true and complete copies of each of the Charter and Bylaws have been providedis true and complete, has not been modified except as attached to the certificate 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; (and (iii) 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 (Professional Diversity Network, 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 Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that true and complete copies of each of the Charter and Bylaws have been providedsimilar 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 Commission; (iv) the good standing and the foreign qualification of the Company and its Subsidiaries; and (iiiv) 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 (Modern Mining Technology 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 the By-Laws and Second Amended and Restated Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) as to the Maxim Group LLC , 2007 Page 33 of 45 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: (i) that the Certificate of Incorporation are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Cavico Corp. __________________, 2009
Appears in 1 contract
Samples: Underwriting Agreement (Cavico Corp)
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 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 the Bylaws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 each 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 the Amended and Restated Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Broadband Capital Management LLC _________ __, 2008
Appears in 1 contract
Samples: Underwriting Agreement (Korea Milestone Acquisition CORP)
Secretary’s Certificate. At each of On the Closing Date Date, and the Option Closing Date, Date if anyapplicable, 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 the Memorandum and Articles of Associations are true and complete copies of each of the Charter and Bylaws have been providedcomplete, 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 (iiiiv) 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 (Puhui Wealth Investment Management Co., Ltd.)
Secretary’s Certificate. At As of 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 the Certificate of Incorporation, as amended, of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the NYSE; and (iiiv) 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: (i) that the By-Laws and Amended and Restated Memorandum and Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Broadband Capital Management LLC , 2008
Appears in 1 contract
Samples: Underwriting Agreement (Hambrecht Asia Acquisition Corp.)
Secretary’s Certificate. At As of 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 the Amended and Restated Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 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 Option Date, as the case may be, respectively, certifying: (i) that true and complete copies of each of the Charter and Bylaws have been providedis 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; (and (iii) 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 (Transcode Therapeutics, Inc.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent 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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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: Placement Agency Agreement (Oramed Pharmaceuticals 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 the Charter is true and complete copies of each of the Charter and Bylaws have been providedcomplete, 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 (iiiiv) 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 (Immuron LTD)
Secretary’s Certificate. At As of 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 the Amended and Restated Memorandum and Articles of Association and Bylaws of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and NASDAQ; and (iiiv) 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: (i) that the By-Laws and Amended and Restated Articles of Association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 Fundamental 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 certifying on behalf of the case may be, respectively, certifyingCompany and not in an individual capacity: (i) that true and complete copies of each of the Charter and Bylaws have been providedis 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; (and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission 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.
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 Closing Date, as the case may be, respectively, certifying: (i) that the By-Laws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; and (iiiiv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Maxim Group LLC , 2006
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 true and complete copies of each of the Charter and Bylaws have been providedBy-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 (iiiiv) 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 (Hepion Pharmaceuticals, Inc.)
Secretary’s Certificate. At As of 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 the Certificate of Incorporation and the Bylaws, as amended, of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the NYSE; and (iiiv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. EarlyBirdCapital, Inc. , 2021
Appears in 1 contract
Samples: Underwriting Agreement (Adit EdTech 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 true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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: Placement Agency Agreement (Oramed 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 Chief Executive Officer, 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 the amended and restated certificate of incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) copies of all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 Placement Agent 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 true and complete copies of each of the Charter Certificate of Incorporation and Bylaws have been providedis 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 transactions contemplated hereby are in full force and effect and have not been modified; (iii) the accuracy and completeness of all correspondence between the Company or its counsel and the SEC; and (iiiiv) 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 the Charter is true and complete copies of each of the Charter and Bylaws have been providedcomplete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and any committees 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 (iiiiv) 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 Underwriters 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 the By-Laws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission and (iiiiv) 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 (AeroGrow International, 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: (i) that the second amended and restated memorandum and articles of association of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iiiiv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from Cayman Islands. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (Pomelo Acquisition Corp 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 the Bylaws and Certificate of Incorporation of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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 public Offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) all correspondence between the Company or its counsel and the Commission, and (iiiiv) 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 true and complete copies of each of the Charter and Bylaws have been providedis 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) completeness of all correspondence between the Company or its counsel and the Commission; and (iiiiv) 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 (Transcode Therapeutics, Inc.)
Secretary’s Certificate. At As of 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 the Certificate of Incorporation and the Bylaws, as amended, of the Company are true and complete copies of each of the Charter and Bylaws complete, have been provided, has 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) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the NYSE; and (iiiv) 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 On the Closing Date and the or on each Option Closing Date, if anyas applicable, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the an Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that true and complete copies of each of the Charter and Bylaws have been providedis 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 (iiiiv) 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
