Common use of Certificate of Selling Shareholders Clause in Contracts

Certificate of Selling Shareholders. At Closing Time, the Lead Managers 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.

Appears in 6 contracts

Samples: International Purchase Agreement (United Meridian Corp), International Purchase Agreement (Mettler Toledo International Inc/), International Purchase Agreement (99 Cents Only Store)

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Certificate of Selling Shareholders. At Closing Time, the Lead Managers Representative 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(b1(d) 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 Underwriting Agreement at or prior to Closing Time.

Appears in 2 contracts

Samples: Underwriting Agreement (Red River Bancshares Inc), Underwriting Agreement (Red River Bancshares Inc)

Certificate of Selling Shareholders. At the Closing Time, the Lead Managers Representatives shall have received a certificate of an Attorney-in-Fact on behalf the Chief Executive Officer, the President or the Corporate Director of each Selling Shareholder and of the chief financial or chief accounting officer 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 Section 1(b) hereof this Agreement 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 (Arcos Dorados Holdings Inc.), Underwriting Agreement (Arcos Dorados Holdings Inc.)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers Manager 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 such 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 such Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement and the U.S. Purchase Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Scripps E W Co /De)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers Manager shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of the 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 such Closing Time Time, and (ii) each Selling Shareholder has complied in all material respects with all agreements and satisfied all conditions contained herein on its part to be performed under this Agreement or satisfied at or prior to the Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Ctrip Com International LTD)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers 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 such 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 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 Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Samsonite Corp/Fl)

Certificate of Selling Shareholders. At the Closing Time, the Lead Managers 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), 1(c) and 1(d) [CARAT] 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.

Appears in 1 contract

Samples: International Purchase Agreement (Snyder Communications Inc)

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Certificate of Selling Shareholders. At the Closing Time, the Lead Managers 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) and (c) 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.

Appears in 1 contract

Samples: International Purchase Agreement (Snyder Communications Inc)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers shall have received a certificate of an Attorney-in-Fact each of the Shareholder Representatives on behalf of each the Selling ShareholderShareholders, 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.

Appears in 1 contract

Samples: International Purchase Agreement (Federal Mogul Corp)

Certificate of Selling Shareholders. At Closing Time, the Lead Managers 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 has satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Packard Bioscience Co)

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