Certificates of the Company and the Designated Stockholders Clause Samples

Certificates of the Company and the Designated Stockholders. The Designated Stockholders and the Company will furnish Buyer with such certificates of the officers of the Company and others to evidence compliance with the conditions set forth in this Agreement as may be reasonably requested by Buyer, which shall include, but not be limited to: (A) a certificate evidencing (i) the accuracy of any representation or warranty of the Company and the Designated Stockholders, (ii) evidencing the performance by the Company and the Designated Stockholders, or the compliance by the Company and the Designated Stockholders with, any covenant or obligation required to be performed or complied with by the Company and the Designated Stockholders, and (iii) evidencing the satisfaction of any condition referred to in Article VIII. (B) A certificate executed by the Secretary or an Assistant Secretary of the Company certifying as of the Closing Date (i) a true and complete copy of the Organizational Documents of the Company certified as of a recent date by the Secretary of State of California (ii) a true and complete copy of the resolutions of the Board of Directors of the Company and the Designated Stockholders authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions and (iii) incumbency matters; and (C) A certificate of each appropriate Secretary of State certifying the good standing of the Company in its state of incorporation and all states in which it is qualified to do business;
View Source

Related to Certificates of the Company and the Designated Stockholders

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Certificates of the Company The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.