Director’s Certificate Sample Clauses

Director’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 a Director of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Charter Document 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 the 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.

Director’s Certificate. A director of the Company shall deliver to the Purchaser at the Closing a certificate attaching (i) the certified Memorandum and Articles as then in effect, (ii) copies of all resolutions approved by the shareholders and board of directors of each Group Company related to the transactions contemplated hereby (including the Restructuring) and (iii) such other documents or certificates as the Purchaser may reasonably request.

Director’s Certificate. The Company shall have furnished to the Representative a certificate signed by a Director of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions 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 (iv) as to the incumbency of the executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Director’s Certificate. Parent shall have received a certificate signed by a designated director of the Company certifying as to the matters set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c).

Director’s Certificate. Reference is hereby made to that certain Consulting Agreement (the “Agreement”), dated as of the 15th day of May, 2015, by and among Innovate Services Limited, a Seychelles Company (the “Company”) and Leatt Corporation (“Leatt”) a United States Company. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. Pursuant to Clause 4.2.5 of the Agreement, the undersigned Director of the Company hereby certifies, in her capacity as the sole director of the Company as follows:

Director’s Certificate. If an event happens as a result of which the Conversion Price may be adjusted pursuant to this Trust Deed and the Conditions, as soon as practicable send the Trustee a certificate signed by two (2) directors of the Issuer on behalf of the Issuer setting out particulars of the event, whether an adjustment to the Conversion Price falls to be made and, if so, the adjusted Conversion Price and the date on which such adjustment takes effect and in any case setting out such other information as the Trustee may reasonably require;

Director’s Certificate. I have read this agreement and carefully reviewed every part of it with counsel for the Company. I understand the terms of this Deferred Prosecution Agreement and voluntarily agree, on behalf of the Company, to each of the terms. Before signing this Deferred Prosecution Agreement, I consulted with the attorney for the Company. The attorney fully advised me of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this Deferred Prosecution Agreement. No promises or inducements have been made other than those contained in this Deferred Prosecution Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Deferred Prosecution Agreement on behalf of the Company, in any way to enter into this Deferred Prosecution Agreement. I am also satisfied with the attorney’s representation in this matter. I certify that I am a director of the Company, and that I have been duly authorized by the Board of Directors of the Company to execute this certificate on behalf of the Company. The Company Date

Director’s Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a certificate of the Company signed by any one Director of the Company, dated such Closing Date, certifying: (i) that each of the Company’s certificate of incorporation and memorandum and articles of association to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each of the Subsidiaries articles of association, memorandum of association or charter documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of the Company’s Board of Directors relating to the Offering attached to such certificate are in full force and effect and have not been modified; and (iv) the good standing of the Company and each of the Subsidiaries (except in such jurisdictions where the concept of good standing is not applicable). The documents referred to in such certificate shall be attached to such certificate.

Director’s Certificate. The Purchasers shall have received a certificate from the Company, in form and substance satisfactory to the Purchasers, dated the Closing Date and signed by a Director of the Company, certifying (a) that the Company is validly existing and in good standing under its jurisdiction of incorporation and each Subsidiary is in compliance with all registration and approval requirements relating to its establishment as a company under PRC law, (b) that the attached copies of the M&AA and resolutions of the Board of Directors and resolutions of the shareholders of the Company approving, among other things, this Agreement, each of the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, the election of the General Atlantic Director (as defined in the M&AA) to the Board of Directors and the appointment of the General Atlantic Director to the Audit, Compensation and Finance Committee of the Board of Directors, are all true, complete and correct and remain unamended and in full force and effect, and (c) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, each other Transaction Document to which it is a party and any other document delivered in connection herewith on behalf of the Company.

Director’s Certificate. GPC shall have been furnished with certificates dated the Closing Date and signed by a duly authorized director of Action, certifying that each representation and warranty of Action contained in this Agreement shall: (a) have been true and correct as of the date of this Agreement, and (b) be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing.