Investors' Certificate Clause Samples
The Investors' Certificate clause requires investors to formally confirm certain facts or representations, typically as a condition to participating in a transaction. In practice, this may involve investors certifying their status as accredited investors, their understanding of the investment risks, or their compliance with relevant laws. The core function of this clause is to provide assurance to the company or issuer that investors meet necessary legal or contractual requirements, thereby reducing regulatory risk and ensuring compliance.
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Investors' Certificate. A certificate of the Managing Director of the Investor, dated as of the Closing Date, certifying (A) as to the incumbency and genuineness of the signatures of each officer of the Investor executing any of the Ancillary Agreements (as defined below); (B) that all resolutions, consents, approvals and other actions of, and notices and filings with, all controlling or managing persons of the Investors as may be necessary or required with respect to the execution and delivery by the parties of this Agreement and any Ancillary Agreements, and the consummation by the parties of the transactions contemplated thereby, have been obtained or made.
Investors' Certificate. The Company shall have received a certificate from each of the Investors, dated the Closing Date, signed by a duly authorized representative of such Investor, certifying that the conditions specified in the foregoing Sections 8.1 and 8.2 hereof have been fulfilled.
Investors' Certificate. The Investor shall have acknowledged and certified to the Company in writing as follows:
(a) that he has received and carefully read the Transaction Documents;
(b) that the books and records of the Company were made available upon reasonable notice, subject to customary confidentiality restrictions, by the Investor during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Shares hereunder for inspection by it and its attorney and/or advisor(s);
(c) that the Investor has had an opportunity to receive, and fully and carefully review, all information related to the Company (including its affiliates) and the Shares, requested by him, and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Shares;
(d) that the Investor has had the opportunity to receive, and fully and carefully reviewed copies of the SEC Documents, either in hard copy or electronically through the SEC’s ▇▇▇▇▇ system; and
(e) that the Investor understands that his investment in the Securities involves a significant degree of risk, and that the Investor’s decision to enter into this Agreement has been made based solely on the independent evaluation of the Investor and its representatives, (without derogating from reliance upon representations given by the Company).
Investors' Certificate. Within three (3) days after the receipt of each capital injection from Cooper and CTHC, the Company shall issue an investment certificate indicating the following information of the Company: (a) the name, (b) the incorporation date, (c) the registered capital, (d) name of the investor, (e) capital injection by cash, (f) the amount and the date for the capital injection and (g) the date of the investor certificate and apply the official chop of the Company as the evidence of Cooper and CTHC’s capital injection.
Investors' Certificate. The Investor shall have delivered to the Company a certificate, dated as of such Closing Date and executed by a senior officer of the Investor, certifying to the fulfillment of the conditions set forth in SECTIONS 7.1 through 7.3.