Common use of Certificate of Selling Shareholder Clause in Contracts

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 14 contracts

Samples: Underwriting Agreement (TTEC Holdings, Inc.), Underwriting Agreement (NV5 Global, Inc.), Underwriting Agreement (RCS Capital Corp)

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Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of an authorized officer of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 7 contracts

Samples: Underwriting Agreement (Maxeon Solar Technologies, Ltd.), Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 6 contracts

Samples: Underwriting Agreement (Taylor Capital Group Inc), Purchase Agreement (Republic Airways Holdings Inc), Underwriting Agreement (Taylor Capital Group Inc)

Certificate of Selling Shareholder. At the Closing Time, the Representatives Representative shall have received a certificate of an authorized signatory on behalf of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the 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 the Closing Time.

Appears in 4 contracts

Samples: Underwriting Agreement (Veritiv Corp), Underwriting Agreement (Veritiv Corp), Underwriting Agreement (Veritiv Corp)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 3 contracts

Samples: Purchase Agreement (Hilb Rogal & Hamilton Co /Va/), Purchase Agreement (Phoenix Companies Inc/De), Purchase Agreement (MF Global Ltd.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)

Certificate of Selling Shareholder. At the Closing Time, the U.S. Representatives shall have received a certificate of an officer of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 2 contracts

Samples: Purchase Agreement (Wellpoint Health Networks Inc /Ca/), Purchase Agreement (Wellpoint Health Networks Inc /Ca/)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima), Underwriting Agreement (Textainer Group Holdings LTD)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Oaktree Capital Group Holdings GP, LLC), Underwriting Agreement (TORM PLC)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the Selling Shareholder has complied in all material respects with all agreements and all conditions on its his part to be performed under this Agreement at or prior to the Closing Time.

Appears in 2 contracts

Samples: Purchase Agreement (Philadelphia Consolidated Holding Corp), Philadelphia Consolidated Holding Corp

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

Appears in 2 contracts

Samples: Underwriting Agreement (BOISE CASCADE Co), Underwriting Agreement (BOISE CASCADE Co)

Certificate of Selling Shareholder. At the Closing Time, the Representatives Representative shall have received a certificate of the Selling Shareholder, dated the as of Closing Time, to the effect that (iA) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (iiB) the 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 the Closing Time.

Appears in 2 contracts

Samples: Purchase Agreement (Regeneron Pharmaceuticals Inc), Purchase Agreement (Amgen Inc)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of an executive officer of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (Pilgrims Pride Corp)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of a duly authorized officer of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Pxre Group LTD)

Certificate of Selling Shareholder. At the Closing Time, the Representatives Representative shall have received a certificate of an officer of the Selling Shareholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Fei Co)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (Everbridge, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Millicom International Cellular Sa)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of or an executive officer of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (CSK Auto Corp)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate signed by or on behalf of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: Delek US Holdings, Inc.

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Certificate of Selling Shareholder. At the Closing Time, the Representatives Representative shall have received (x) a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time, and (y) a certificate, dated such date, signed by a director of the Selling Shareholder, with respect to such matters as the Representative may reasonably require.

Appears in 1 contract

Samples: Underwriting Agreement (iClick Interactive Asia Group LTD)

Certificate of Selling Shareholder. At the Closing Time, the Representatives Xxxxxxx Xxxxx shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (Air Transport Services Group, Inc.)

Certificate of Selling Shareholder. At the Closing Time, the Representatives Representative shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement agreement are true and correct correct, in all material respects, with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied complied, in all material respects, with all agreements and all conditions on its part to be performed under this Agreement agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (Kraft Heinz Co)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of an officer of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Wellpoint Health Networks Inc /Ca/)

Certificate of Selling Shareholder. At the Closing Time, the U.S. Representatives shall have received a certificate of the Selling Shareholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Teleport Communications Group Inc)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of from the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: AxoGen, Inc.

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the each Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the each Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the each Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (CannTrust Holdings Inc.)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement Section 1(b)(ii) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Savvis Communications Corp)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of an executive officer of the Selling Shareholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Thomson Corp)

Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (Team Health Holdings LLC)

Certificate of Selling Shareholder. At the Closing Time, the Representatives Representative shall have received a certificate signed by or on behalf of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: Delek US Holdings, Inc.

Certificate of Selling Shareholder. At the Closing Time, the Representatives Lead Managers shall have received a certificate of the Selling Shareholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in this Agreement 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 the Closing Time and (ii) the 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 the Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Teleport Communications Group Inc)

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