Chief Executive’s Certificate Clause Samples
The Chief Executive’s Certificate clause requires the chief executive officer (or a similarly senior officer) of a company to formally confirm or certify certain facts or conditions, typically in relation to the company’s compliance with contractual obligations or the accuracy of information provided. In practice, this certificate may be requested as a condition precedent to a transaction closing, such as confirming that all warranties remain true or that no default has occurred. The core function of this clause is to provide assurance to the other party that key representations are accurate and up-to-date, thereby reducing the risk of undisclosed issues and supporting informed decision-making.
Chief Executive’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 of the Company, dated the Closing Date or the Option Closing 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 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) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, (v) as to the accuracy and completeness, to the Company’s knowledge (assuming reasonable inquiry) of the certificates specified in Section 4.4.1 hereof, and (vi) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Chief Executive’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 General Counsel or Chief Executive Officer of the Company, dated the Closing Date or the Option Closing 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 Nasdaq, (v) as to the accuracy and completeness, to the Company’s knowledge (assuming reasonable inquiry) of the certificates specified in Section 4.4.1 hereof, and (vi) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Chief Executive’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 General Counsel or Chief Executive Officer of the Company, dated the Closing Date or the Option Closing 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 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) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, 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.
Chief Executive’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 General Counsel or Chief Executive Officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying that the Charter Documents are true and complete, have not been modified and are in full force and effect, 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, as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, as to the accuracy and completeness, to the Company’s knowledge (assuming reasonable inquiry) of the certificates specified in Section 4.4.1 hereof, and as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.