Chairman’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the chairman of the board of directors of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying on behalf of the Company and not in an individual capacity: (i) that each of the Memorandum and Articles of Association is true and complete, has not been amended or 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of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified or rescinded; and (iii) as to the incumbency of the officers of the Company who have signed the certificates set forth in Section 4.4.1 hereof. The documents referred to in such certificate shall be attached to such certificate.
Chairman’s Certificate. MegaSys shall have delivered to Iveda (i) resolutions of the board of directors of MegaSys, certified by its Chairman of the Board of Directors, authorizing its execution and delivery of this Agreement and the performance of its obligations hereunder, and (ii) resolutions adopted by written consent of the holders of MegaSys Capital Stock certified by its Chairman of the Board of Directors, authorizing the execution and delivery of this Agreement and the performance of MegaSys’ obligations hereunder.
Chairman’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and 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) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Chairman’s Certificate. The chairman of the Board shall have delivered to the Investor at the Closing a certificate certifying as to the truth and correctness as of the Closing of (a) the Memorandum and Articles of Association; (b) the resolutions of the Board approving the Memorandum and Articles of Association, the Transaction Agreements, and the transactions provided for therein, and any other necessary matters; and (c) resolutions of the members of the Company approving the Memorandum and Articles of Association and any other necessary matters.
Chairman’s Certificate. On each of the First Closing Date and Option Closing Date the Representatives shall have received a written certificate executed by the Chairman of Company’s Board of Directors, in form and substance satisfactory to the Underwriters, dated as of such Closing Date.
Chairman’s Certificate. Sellers' Representative shall have received from Buyer a certificate executed by its Chairman certifying (i) copies of resolutions duly adopted by the Board of Directors of Buyer authorizing the execution and delivery by Buyer of each Purchase Document to which Buyer is a party and the performance of the transactions contemplated thereby, and that such resolutions have not been amended or rescinded and are in full force and effect as of the Closing, (ii) the statuts of Buyer to be true and complete as of the Closing, (iii) the name, title and signature of the officers of Buyer authorized to execute and deliver each Purchase Document to which Buyer is a party, and (iv) that Buyer has not taken any proceedings for the dissolution or liquidation of Buyer.
Chairman’s Certificate. To: China Construction Bank, Wanzhou Branch, as the agent bank (hereinafter the “Agent Bank”) as agreed upon in the Syndicated Loan Agreement (as defined below) Date:
Chairman’s Certificate. [ ], 2024 The undersigned, [ ], hereby certifies that he/she is the duly elected, qualified, and acting Secretary of CTRL GROUP LIMITED, a British Virgin Islands business company limited by shares (the “Company”), and that as such he/she is authorized to execute and deliver this certificate in the name and on behalf of the Company. Pursuant to Section 7(e) of the Underwriting Agreement, dated as of [ ], 2024, by and between the Company and X.X. Xxxxxxxx & Co., Inc., as representative of the several underwriters listed on Schedule A thereto (the “Underwriting Agreement”), the undersigned further certifies in his/her capacity as Secretary of the Company and without personal liability, on behalf of the Company, the items set forth below. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
