Officers' Certificate (Securities Offering, Underwriting Agreement)

Summary

This precedent is an officers' certificate typically delivered by the issuer to the underwriters in a public offering of equity or debt in satisfaction of the closing conditions in the underwriting agreement. This precedent includes practical guidance, drafting notes and alternate clauses. This type of officers' certificate certifies that the issuer's representations are truthful and that the issuer has performed all of its obligations under the underwriting agreement. Underwriters, in order to satisfy their due diligence requirements, will generally require officers of the issuer to make these certifications at closing. This document is intended as an example for issuers engaged in either public equity or debt offerings and includes recommended language for each type of offering. However, the specific officer representations made will require tailoring based on the requirements of the underwriting agreement in question. For precedent underwriting agreements for public offerings, see: ...