Common use of Certificate of Caza Clause in Contracts

Certificate of Caza. Upon the request of the Offeror, Caza shall provide a certificate of the President and Chief Executive Officer and the Chief Financial Officer of Caza in such capacities and not in their personal capacities (or such other officers as are acceptable to the Offeror, acting reasonably), effective immediately prior to the time the Offeror intends to take up Caza Shares pursuant to the Offer, that: (a) except as contemplated by this Agreement or as otherwise disclosed in the Caza Public Record or the Disclosure Letter, the representations and warranties of Caza contained in this Agreement: (i) that are qualified by a reference to a Material Adverse Effect shall be true and correct in all respects on the date of such certificate as if made on and as of such date, and (ii) that are not qualified by a reference to a Material Adverse Effect shall be true and correct in all respects as of the date of such certificate as if made on and as of such date unless the failure to be true or correct has not had or would not reasonably be expected to have, a Material Adverse Effect (and, for this purpose, any reference to “material” or other concepts of materiality in such representations and warranties shall be ignored) except, in each case to the extent such representations and warranties speak as of an earlier date (in which case such representations and warranties shall be true and correct in all respects as of such date); (b) Caza has complied in all material respects with its covenants contained in this Agreement; (c) there has not occurred any Material Adverse Change in respect of Caza; and (d) there are not more than 141,302,005 Caza Shares (assuming no exercise of Caza Options) outstanding immediately prior to the time that the Offeror takes up any Caza Shares pursuant to the Offer, and, at the time the Offeror takes up any Caza Shares pursuant to the Offer there are no outstanding Caza Options, Caza Warrants or other rights of any nature or kind whatsoever to acquire Caza Shares.