Certificate of Prospective Purchaser Sample Clauses

Certificate of Prospective Purchaser. The Offering Notice shall be accompanied by a certificate of the Prospective Purchaser stating that (i) its offer to purchase the Offered Shares is a bona fide offer and that it shall close the purchase on the stated terms, and that it has been approved by its board of directors (or the equivalent if the Prospective Purchaser is not a corporation) (unless such Prospective Purchaser is a natural person); (ii) the description of his or its offer contained in the Offering Notice is complete and accurate; (iii) he or it is aware of the rights of the Company, Pobeda Partners, Ltd. or Affiliates thereof, contained in this Section 10; (iv) prior to the purchase of any Offered Shares by the Prospective Purchaser, he or it will execute an agreement reasonably acceptable to the Company with terms substantially similar to those contained in Sections 9 and 10 of this Agreement with respect to restrictions on transfer, rights of first refusal, and tag-along and bring-along rights (the "Restrictive Agreement") and agree to be bound by the terms and conditions thereof to the same extent and in the same manner as the Participant; (v) the Prospective Purchaser acknowledges that the Share Put has been terminated, however, the Prospective Purchaser shall acknowledge that the Share Call shall continue to apply to such Offered Shares, and (vi) neither the Prospective Purchaser, nor any Affiliate of the Prospective Purchaser, is engaged in a business that competes with the Company with respect to the business of software development, marketing, sales and/or distribution for non-profit organizations in the United States of America. In addition, the certificate of the Prospective Purchaser shall be accompanied by evidence reasonably satisfactory to the Company as to the Prospective Purchaser's financial ability to consummate the proposed purchase.
Sample 1
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Certificate of Prospective Purchaser. The Offering Notice shall be accompanied by a certificate of the Prospective Purchaser stating that (i) its offer to purchase the Offered Shares has been approved by its board of directors (or the equivalent if the Prospective Purchaser is not a corporation) (unless such Prospective Purchaser is a natural Person); (ii) the description of his or its offer contained in the Offering Notice is complete and accurate; (iii) he or it is aware of the rights of the Company and Purchaser contained in this Section 9; and (iv) prior to the purchase of any Offered Shares by the Prospective Purchaser, he or it will become a party to this Agreement and agree to be bound by the terms and conditions hereof to the same extent and in the same manner as the Shareholder. In addition, the certificate of the Prospective Purchaser shall be accompanied by evidence reasonably satisfactory to the Company as to the Prospective Purchaser's financial ability to consummate the proposed purchase.
Sample 1

Related to Certificate of Prospective Purchaser

  • Certificate of Selling Stockholders A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of each Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

  • Selling Stockholders’ Certificate On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

  • Exculpation Among Purchasers The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

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