Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 4 contracts
Samples: Underwriting Agreement (China Fortune Acquisition Corp.), Underwriting Agreement (China Discovery Acquisition Corp.), Underwriting Agreement (China Fortune Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum Amended and Articles Restated Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 4 contracts
Samples: Underwriting Agreement (Federal Services Acquisition CORP), Underwriting Agreement (Oracle Healthcare Acquisition Corp.), Underwriting Agreement (Federal Services Acquisition CORP)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 4 contracts
Samples: Underwriting Agreement (Alpha Security Group CORP), Underwriting Agreement (Alpha Security Group CORP), Underwriting Agreement (Alpha Security Group CORP)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation, as amended, of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 4 contracts
Samples: Underwriting Agreement (Aldabra Acquisition CORP), Underwriting Agreement (Rand Acquisition CORP), Underwriting Agreement (Rand Acquisition CORP)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received receive a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 4 contracts
Samples: Underwriting Agreement (Vapor Corp.), Underwriting Agreement (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, Inc.)
Secretary’s Certificate. At each of On the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 4 contracts
Samples: Underwriting Agreement (Cel Sci Corp), Underwriting Agreement (Shineco, Inc.), Underwriting Agreement (Shineco, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 4 contracts
Samples: Underwriting Agreement (ChinaGrowth South Acquisition CORP), Underwriting Agreement (ChinaGrowth North Acquisition CORP), Underwriting Agreement (ChinaGrowth South Acquisition CORP)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles the Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, Commission and (iv) 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 4 contracts
Samples: Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association Charter Documents of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 4 contracts
Samples: Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 4 contracts
Samples: Underwriting Agreement (General Finance CORP), Underwriting Agreement (General Finance CORP), Underwriting Agreement (Confluence Acquisition Partners I, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Company Certificate and Memorandum and Articles of Association of the Company By-Laws are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 4 contracts
Samples: Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 4 contracts
Samples: Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (QuadraPoint Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Selling Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association of the Company Incorporation are true and complete, have not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing 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, ; and (iv) 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: Selling Agent Agreement (McGraw Conglomerate Corp), Selling Agent Agreement (Long Island Iced Tea Corp.), Subscription Agreement (Long Island Iced Tea Corp.)
Secretary’s Certificate. At As of 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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying Company certifying: (i) that the Bylaws Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and the NYSE; and (ivv) 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: Services Agreement (Union Acquisition Corp.), Underwriting Agreement (Union Acquisition Corp.), Underwriting Agreement (Union Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws By-laws and Memorandum and Articles Restated Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the CompanyCompany (or the Chairman of the Company if there is no Secretary or Assistant Secretary at such time), dated the Closing Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offer-ing 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association Charter of the Company are filed as an exhibit to the Registration Statement is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, and ; (iv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from the Cayman Islands Government General Registry. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 (Platinum Energy Resources Inc), Underwriting Agreement (Platinum Energy Resources Inc), Underwriting Agreement (Platinum Energy Resources Inc)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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: Placement Agency Agreement (Biovie Inc.), Placement Agency Agreement (Transcode Therapeutics, Inc.), Placement Agency Agreement (Biovie Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Redstar Partners, Inc.), Underwriting Agreement (Redstar Partners, Inc.), Underwriting Agreement (Redstar Partners, Inc.)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company are is true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, Commission and (iv) 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 (CS China Acquisition Corp.), Underwriting Agreement (CS China Acquisition Corp.), Underwriting Agreement (CS China Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles the Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, Commission and (iv) 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 (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I Corp)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Xxxxxx shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Argyle Security Acquisition CORP)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Articles and Memorandum and Articles of Association of the Company 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 offer-ing 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, ; and (iv) 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: Placement Agreement (Tantech Holdings LTD), Placement Agreement (Tantech Holdings LTD), Placement Agreement (Tantech Holdings LTD)
Secretary’s Certificate. At As of each of the Closing Date and the Option Closing Date, if any, the Representative Co-Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation, as amended, of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and NASDAQ; and (ivv) 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 (Cactus Acquisition Corp. 1 LTD), Underwriting Agreement (Cactus Acquisition Corp. 1 LTD), Underwriting Agreement (Cactus Acquisition Corp. 1 LTD)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers Co-Chief Executive Officers and Chief Financial Officer of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Clip Interactive, LLC), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Clip Interactive, LLC
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws memorandum and Memorandum and Articles articles of Association association of the Company filed as an exhibit to the Registration Statement are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, and ; (iv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from the Cayman Islands. The documents referred to in such certificate shall be attached to such certificate.
Appears in 3 contracts
Samples: Underwriting Agreement (Edoc Acquisition Corp.), Underwriting Agreement (Edoc Acquisition Corp.), Underwriting Agreement (Edoc Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association of the Company are Charter is 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 offer-ing offering contemplated by this Agreement and the Deposit 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, ; and (iv) 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 (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may beapplicable, respectively, certifying certifying: (i) that each of the Charter and the Bylaws and Memorandum and Articles of Association of the Company are is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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 Company Counsel and the Commission, ; and (iv) 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 (Myomo Inc), Underwriting Agreement (Workhorse Group Inc.), Underwriting Agreement (RumbleON, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (China Discovery Acquisition Corp.), Underwriting Agreement (China Discovery Acquisition Corp.), Underwriting Agreement (Nagao Group Holdings LTD)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company Charter Documents are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions of the Board of Directors relating to the public offer-ing contemplated by this Agreement 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 (ivv) 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 (Cantor Equity Partners, Inc.), Underwriting Agreement (Cantor Equity Partners, Inc.), Underwriting Agreement (CF Acquisition Corp. A)
Secretary’s Certificate. At As of 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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Amended and Restated Memorandum and Articles of Association Association, as amended, of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and Nasdaq; and (ivv) 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 (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering and the Private Placement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the CompanyCompany (or the Chairman of the Company if there is no Secretary or Assistant Secretary at such time), dated the Closing Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Ahren Acquisition Corp.), Underwriting Agreement (Ahren Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (S.E. Asia Emerging Market Company., LTD), Underwriting Agreement (S.E. Asia Emerging Market Company., LTD)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-laws and Memorandum Amended and Restated Articles of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 (BBV Vietnam S.E.A. Acquisition Corp.), Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date Date, and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Enservco Corp), Underwriting Agreement (Enservco Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws amended and Memorandum restated memorandum and Articles articles of Association association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, and ; (iv) all correspondence between the Company or its counsel and Nasdaq; (v) as to the incumbency of the officers of the Company; and (vi) a good standing certificate from the Cayman Islands. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Bayview Acquisition Corp)
Secretary’s Certificate. At each of On the Closing Date and the Option Additional Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option and Additional Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Amended and Restated Bylaws and Memorandum Amended and Articles Restated Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all written correspondence between the Company or its counsel and the Commission, and (iv) 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 (Oracle Healthcare Acquisition Corp.), Underwriting Agreement (Oracle Healthcare Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum Amended and Articles Restated Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all written correspondence between the Company or its counsel and the Commission, and (iv) 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 (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws certificate of incorporation and Memorandum and Articles of Association the bylaws of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, and ; (iv) all correspondence between the Company or its counsel and the New York Stock Exchange; (v) as to the incumbency of the officers of the Company; and (vi) a good standing certificate from the State of Delaware. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Quantum FinTech Acquisition Corp), Underwriting Agreement (Quantum FinTech Acquisition Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Sigma Labs, Inc.), Underwriting Agreement (Novume Solutions, Inc.)
Secretary’s Certificate. At each of On the Closing Date and the Option Closing Date, and Option Closing Date if anyapplicable, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association of the Company Associations are true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 (Oranco Inc), Underwriting Agreement (Oranco Inc)
Secretary’s Certificate. At each of On the Closing Date and the Option Closing Date, if any, the Representative Selling Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association of the Company Incorporation are true and complete, have not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing 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, ; and (iv) 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: Selling Agent Agreement (AzurRx BioPharma, Inc.), Selling Agent Agreement (AzurRx BioPharma, Inc.)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may beapplicable, respectively, certifying certifying: (i) that each of the Bylaws certificate of incorporation and Memorandum and Articles of Association the bylaws of the Company are is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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 Company Counsel and the Commission, ; and (iv) 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 (Super League Gaming, Inc.), Underwriting Agreement (Super League Gaming, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Nautilus Marine Acquisition Corp), Underwriting Agreement (Nautilus Marine Acquisition Corp)
Secretary’s Certificate. At As of 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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association Association, as amended, of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and the NYSE; and (ivv) 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 (Americas Technology Acquisition Corp.), Underwriting Agreement (Americas Technology Acquisition Corp.)
Secretary’s Certificate. At each of On the Closing Date and the Option Closing Date, if any, the Representative Selling Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association of the Company are Incorporation is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing Offering contemplated by this Agreement are in full force and effect and have not been modified, modified or rescinded; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, ; and (iv) 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: Subscription Agreement (Alliance MMA, Inc.), Subscription Agreement (Alliance MMA, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation and Bylaws and Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and the NYSE; and (ivv) 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 (Megalith Financial Acquisition Corp), Underwriting Agreement (Megalith Financial Acquisition Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws By-Laws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Grout Dianna), Underwriting Agreement (Unity Emerging Technology Venture One LTD)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 (Cel Sci Corp), Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Articles and Memorandum and Articles of Association of the Company 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 offer-ing 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, ; and (iv) 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 (Tantech Holdings LTD), Underwriting Agreement (Tantech Holdings LTD)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws amended and Memorandum restated memorandum and Articles articles of Association association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, and ; (iv) all correspondence between the Company or its counsel and Nasdaq; (v) as to the incumbency of the officers of the Company; and (vi) a good standing certificate from the Cayman Islands Government General Registry. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Rights Agreement (Global Lights Acquisition Corp), Underwriting Agreement (Global Lights Acquisition Corp)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Sidus Space Inc.), Underwriting Agreement (Sidus Space Inc.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum Amended and Articles Restated Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Advanced Technology Acquisition Corp.), Underwriting Agreement (Apex Bioventures Acquisition Corp)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association of the Company are true and complete, have not been modified and are Incorporation is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing 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, ; and (iv) 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 (Surgivision Inc), Underwriting Agreement (Surgivision Inc)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 (BitNile Holdings, Inc.), Underwriting Agreement (BitNile Holdings, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws amended and Memorandum and Articles restated certificate of Association incorporation or bylaws of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, and ; (iv) all correspondence between the Company or its counsel and the Nasdaq Capital Market; (v) as to the incumbency of the officers of the Company; and (vi) a good standing certificate from the State of Delaware. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Cleantech Acquisition Corp.), Underwriting Agreement (Cleantech Acquisition Corp.)
Secretary’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 Secretary, Assistant Secretary or Assistant Secretary other officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Spring Creek Acquisition Corp.), Underwriting Agreement (Spring Creek Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws amended and Memorandum and Articles restated certificate of Association incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and the NYSE American; and (ivv) 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 (Viveon Health Acquisition Corp.), Underwriting Agreement (Viveon Health Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company (or if the Company has not appointed a Secretary or Assistant Secretary, the Chief Financial Officer of the Company), dated the First Closing Date or the and each Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws Amended and Memorandum and Articles Restated Certificate of Association of the Company are Incorporation is true and complete, have has not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offer-ing 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Glass Houses Acquisition Corp.), Underwriting Agreement (Glass Houses Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers Co-Chief Executive Officers and Chief Financial Officer of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 2 contracts
Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may beapplicable, respectively, certifying certifying: (i) that each of the Charter and the Bylaws and Memorandum and Articles of Association of the Company are is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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 Company Counsel and the Commission, ; and (iv) 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 (RumbleON, Inc.), Underwriting Agreement (RumbleON, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors or any committee thereof relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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: Placement Agency Agreement (Oramed Pharmaceuticals Inc.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative The Company shall have received furnished to the Representatives a certificate of the Company signed by the Secretary or Assistant Secretary of the CompanyCompany (or the Chairman of the Company if there is no Secretary or Assistant Secretary at such time), dated the Closing Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Memorandum and Articles Restated Certificate of Association of the Company are Incorporation is true and complete, have has not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offer-ing 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (Brimstone Acquisition Holdings Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association of the Company are Charter is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association of the Company are Incorporation is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing 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, ; and (iv) 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
Secretary’s Certificate. At each of On the Closing Date and the or on each Option Closing Date, if anyas applicable, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the an Option Closing Date, as the case may beapplicable, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Board relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Broadband Capital Management LLC , 2008
Appears in 1 contract
Samples: Underwriting Agreement (Hambrecht Asia Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association of the Company are Charter is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors and any committees of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association of the Company Incorporation 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 offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Cavico Corp. __________________, 2009
Appears in 1 contract
Samples: Underwriting Agreement (Cavico Corp)
Secretary’s Certificate. At As of 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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Certificate of Incorporation and Memorandum and Articles of Association the Bylaws, as amended, of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and the NYSE; and (ivv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Broadband Capital Management LLC March [ ], 2008
Appears in 1 contract
Samples: Underwriting Agreement (Hambrecht Asia Acquisition Corp.)
Secretary’s Certificate. At As of 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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Certificate of Incorporation and Memorandum and Articles of Association the Bylaws, as amended, of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; (iv) all correspondence between the Company or its counsel and the NYSE; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. EarlyBirdCapital, Inc. , 2021
Appears in 1 contract
Samples: Underwriting Agreement (Adit EdTech Acquisition Corp.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation, as amended, of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and By-laws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 (Hepion Pharmaceuticals, Inc.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriters shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws By-Laws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, Commission and (iv) 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 (AeroGrow International, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and By-laws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws second amended and Memorandum restated memorandum and Articles articles of Association association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, and ; (iv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from Cayman Islands. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (Pomelo Acquisition Corp LTD)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) completeness of all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 (Transcode Therapeutics, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Memorandum and Articles Certificate of Association Incorporation, as amended, of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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 (Affinity Media International Corp.,)
Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Broadband Capital Management LLC _________ __, 2008
Appears in 1 contract
Samples: Underwriting Agreement (Korea Milestone Acquisition CORP)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles Certificate of Association of the Company Incorporation are true and complete, have not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing 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, ; and (iv) 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 (Long Island Iced Tea Corp.)
Secretary’s Certificate. At each of On the Closing Date and the Option Additional Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option and Additional Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors and any committee thereof relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as certifying on behalf of the case may be, respectively, certifying Company and not in an individual capacity: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors or any financing committee thereof relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, Commission related to the Offering; and (iv) 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
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agents shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Company’s charter, bylaws and Certificate of Designation is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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: Placement Agency Agreement (Bridgeline Digital, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers Chief Executive Officers and Chief Financial Officer of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)
Secretary’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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws and Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offer-ing offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, Commission and (iv) 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 (China Evergreen Acquisition Corp.)
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Memorandum and Articles Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Maxim Group LLC , 2006
Appears in 1 contract
Secretary’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 Secretary of the Company (or Assistant Secretary another executive officer of the Company), dated the Closing Date or the Option Date, as the case may be, respectively, certifying on behalf of the Company and not in an individual capacity: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; and (iii) all correspondence between the Company or its counsel and the Commission, and (iv) 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 (Presidio Property Trust, Inc.)
Secretary’s Certificate. At As of 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 Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Amended and Memorandum and Articles Restated Certificate of Association Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) 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
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Charter and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors or any committee thereof relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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: Placement Agency Agreement (Oramed Pharmaceuticals Inc.)
Secretary’s Certificate. At each of On the Closing Date Date, and the Option Closing Date, Date if anyapplicable, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association of the Company Associations are true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing contemplated by this Agreement 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, ; and (iv) 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 (Puhui Wealth Investment Management Co., Ltd.)
Secretary’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, Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws amended and Memorandum and Articles restated certificate of Association incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offer-ing contemplated by this Agreement Offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Appears in 1 contract
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Placement Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws and Memorandum and Articles of Association each of the Company are Certificate of Incorporation and Bylaws is true and complete, have has not been modified and are is in full force and effect, ; (ii) that the resolutions of the Company’s Board of Directors relating to the public offer-ing transactions contemplated by this Agreement hereby are in full force and effect and have not been modified, ; (iii) the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, SEC; and (iv) 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
