CEO’s Certificate Clause Samples

CEO’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 CEO of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that the Charter is true and complete, has not been modified and 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 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.

CEO’s Certificate. A certificate signed by the chief executive officer of Borrower, in his capacity as such, and dated as of the Agreement Date stating that, to the best knowledge and belief of such officer, after reasonable and due investigation and review of matters pertinent to the subject matter of such certificate: (i) all of the representations and warranties contained in Article IV hereof and the other Loan Documents are true and correct in all material respects as of the Agreement Date; and (ii) no event has occurred and is continuing, or would result from the Loan, which constitutes, or with notice or lapse of time or both would constitute, a Default or an Event of Default.

CEO’s Certificate. A certificate signed by the chief executive officer of Borrower, in his capacity as such, and dated as of the Loan Closing Date stating that: (i) all of the representations and warranties contained in Article IV hereof and the other Loan Documents are true and correct in all material respects as of the Loan Closing Date; and (ii) no event has occurred and is continuing, or would result from the Loan, which constitutes, or with notice or lapse of time or both would constitute, a Default or an Event of Default.

CEO’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 CEO of the Company, dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), certifying on behalf of the Company and not in an individual capacity: (i) that each of the memorandum and articles of association of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; 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.

CEO’s Certificate. On the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representative a certificate on behalf of the Company, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief executive officer certifying: (i) that each of the Company’s articles of incorporation attached to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each of the Subsidiaries’ articles of incorporation or charter documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of the Company’s Board of Directors relating to the Offering attached to such certificate are in full force and effect and have not been modified; and (iv) the good standing of the Company and each of the Subsidiaries (except in such jurisdictions where the concept of good standing is not applicable).

CEO’s Certificate. On the date of this Agreement, the Placement Agent shall have received a certificate, signed on behalf of the Company by its Chief Executive Officer, in form and substance reasonably satisfactory to the Placement Agent and its counsel.

CEO’s Certificate. On the Closing Date, the Company shall have furnished to you, as Representative, a certificate signed by the chief executive officer of the Company dated the Closing Date and in form and substance satisfactory to you.

CEO’s Certificate. A certificate duly executed by the chief executive officer of the Company (“CEO”) certifying that attached thereto are true, complete and correct copies of the certificate of incorporation and articles of association of the Company, and unanimous written resolutions of the Company’s board of directors and unanimous written resolutions of the shareholders (including class meetings) authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents and the Transaction, which resolutions have not been modified, rescinded or revoked;

CEO’s Certificate. Lender shall have received a certificate signed by the chief executive officer of Borrower and each Guarantor, in his capacity as such, and dated as of the Loan Closing Date stating that, to the best knowledge and belief of such officer, after reasonable and due investigation and review of matters pertinent to the subject matter of such certificate: (i) all of the representations and warranties contained in Article IV hereof and the other Loan Documents are true and correct in all material respects as of the Loan Closing Date; and (ii) no event has occurred and is continuing, or could reasonably be expected to result from the Loan, which constitutes, or with notice or lapse of time or both would constitute, a Default or an Event of Default.