Common use of General Counsel’s Certificate Clause in Contracts

General Counsel’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 President 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.

Appears in 3 contracts

Samples: Underwriting Agreement (Consilium Acquisition Corp I, Ltd.), Underwriting Agreement (Onyx Acquisition Co. I), Underwriting Agreement (Onyx Acquisition Co. I)

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General Counsel’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 President 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, (iii) 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, (iiii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (ivi) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, (vi) 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 (vii) 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 (SHUAA Partners Acquisition Corp I), Warrant Agreement (SHUAA Partners Acquisition Corp I)

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General Counsel’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 President 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.

Appears in 1 contract

Samples: Underwriting Agreement (SHUAA Partners Acquisition Corp I)

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