Common use of Certificate of Selling Shareholders Clause in Contracts

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of each Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of 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) 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 14 contracts

Samples: Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, Inc.)

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Certificate of Selling Shareholders. At the Closing Time, the Underwriter Underwriters shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of 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) 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 5 contracts

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)

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

Appears in 3 contracts

Samples: Purchase Agreement (CSK Auto Corp), Purchase Agreement (CSK Auto Corp), Purchase Agreement (CSK Auto Corp)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of a duly authorized officer of each Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of each such 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) each such 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 (Endurance Specialty Holdings LTD), Purchase Agreement (Endurance Specialty Holdings LTD), Purchase Agreement (Endurance Specialty Holdings LTD)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of 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) 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 3 contracts

Samples: Underwriting Agreement (HCA Holdings, Inc.), Underwriting Agreement (HCA Holdings, Inc.), Underwriting Agreement (HCA Holdings, Inc.)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a an authorized representative’s certificate of each Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of 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) 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 the Closing Time.

Appears in 3 contracts

Samples: Underwriting Agreement (Triton International LTD), Underwriting Agreement, Underwriting Agreement (Triton International LTD)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of each Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of each 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) 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 the Closing Time.

Appears in 2 contracts

Samples: Purchase Agreement (MSC Industrial Direct Co Inc), Purchase Agreement (MSC Industrial Direct Co Inc)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter Underwriters shall have received a certificate of each Selling Shareholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of each such 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) each such 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: Underwriting Agreement (Team Health Holdings Inc.), Underwriting Agreement (Team Health Holdings Inc.)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter Underwriters shall have received receive a written certificate executed by an officer of each of the Selling ShareholderShareholders, dated the Closing Timeas of such date, to the effect that (i) the representations and warranties of each the applicable Selling Shareholder set forth in this Agreement are true and correct with the same force and effect as though expressly made at by such Selling Shareholder on and as of the Closing Time such date; and (ii) each the applicable Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed under this Agreement or satisfied at or prior to the Closing Timesuch date.

Appears in 1 contract

Samples: Underwriting Agreement (Focus Financial Partners Inc.)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter Underwriters shall have received a certificate of each Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of each 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) 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 the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (American Safety Insurance Holdings LTD)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of each the Xxxx Capital Selling Shareholder, Shareholders dated the Closing Time, to the effect that (i) the representations and warranties of 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) 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 (Bloomin' Brands, Inc.)

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Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of the Xxxx Capital Selling Shareholders and a certificate of an Attorney-in-Fact on behalf of each other Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of 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) 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 (Bloomin' Brands, Inc.)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate on behalf of each Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of each such 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) each such 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: Purchase Agreement (Fs Equity Partners Iii Lp)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in this Agreement Section 1(c) 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) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Underwriting Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (Sterling Bancorp, Inc.)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter Underwriters shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of each 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) 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 the Closing Time.

Appears in 1 contract

Samples: Purchase Agreement (Paetec Corp)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received a certificate of each from the Selling ShareholderShareholders, dated as of the Closing Time, to the effect that (i) the representations and warranties of each 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) 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 the Closing Time.

Appears in 1 contract

Samples: Underwriting Agreement (Talmer Bancorp, Inc.)

Certificate of Selling Shareholders. At the Closing Time, the Underwriter shall have received receive a written certificate executed by an officer of each of the Selling ShareholderShareholders, dated the Closing Timeas of such date, to the effect that (i) the representations and warranties of each the applicable Selling Shareholder set forth in this Agreement are true and correct with the same force and effect as though expressly made at by such Selling Shareholder on and as of the Closing Time such date; and (ii) each the applicable Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed under this Agreement or satisfied at or prior to the Closing Timesuch date.

Appears in 1 contract

Samples: Underwriting Agreement (Focus Financial Partners Inc.)

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