Common use of Certificate of Selling Stockholder Clause in Contracts

Certificate of Selling Stockholder. At the Closing Time, the Underwriter shall have received a certificate of the Selling Stockholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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 Stockholder 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 (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Ameristar Casinos Inc)

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Certificate of Selling Stockholder. At the Closing Time, the ---------------------------------- Underwriter shall have received a certificate of the Selling Stockholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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 Stockholder 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 (National Golf Properties Inc), Purchase Agreement (National Golf Properties Inc)

Certificate of Selling Stockholder. At the Closing Time, the Underwriter Underwriters shall have received a certificate of the managing trustee on behalf of the Selling Stockholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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 Stockholder 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: Purchase Agreement (Owens Corning/Fibreboard Asbestos Personal Injury Trust), Purchase Agreement (Owens Corning)

Certificate of Selling Stockholder. At the Closing Time, the Underwriter shall have received a certificate of the Senior Vice President and Chief Financial Officer of the Selling Stockholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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 Stockholder has complied with all agreements and satisfied 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 (Ingersoll Rand Co), Purchase Agreement (Timken Co)

Certificate of Selling Stockholder. At the Closing Time, the Underwriter Underwriters shall have received a certificate of the Selling Stockholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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 Stockholder 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 (Gci Liberty, Inc.), Underwriting Agreement (LendingTree, Inc.)

Certificate of Selling Stockholder. At each of the Closing TimeDate and the Option Closing Date, if any, the Underwriter shall have received a certificate of from the Selling Stockholder, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder contained in this Agreement Section 3 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 Stockholder 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 (Gladstone Companies, Inc.)

Certificate of Selling Stockholder. At the Closing Time, the Underwriter shall have received a certificate of the Selling Stockholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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 Stockholder 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 (Equity One, Inc.)

Certificate of Selling Stockholder. At the Closing Time, the Underwriter Underwriters shall have received a certificate of the Selling Stockholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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 Stockholder 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 (Equity One, Inc.)

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Certificate of Selling Stockholder. At the Closing Time, the Underwriter shall have received a certificate of an Attorney-in-Fact on behalf of the Selling Stockholder, dated as of the Closing Time, to the effect that (i1) the representations and warranties of the Selling Stockholder 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 Stockholder 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 (Arch Coal Inc)

Certificate of Selling Stockholder. At the Closing Time, the Underwriter shall have received a certificate of an authorized officer of the Selling Stockholder, dated the as of Closing Time, to the effect that (i) the representations and warranties of the Selling Stockholder 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) the Selling Stockholder 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 Capital Agency Corp)

Certificate of Selling Stockholder. At the Closing Time, the Underwriter shall have received a certificate of an authorized representative of the Selling StockholderStockholder reasonably acceptable to the Underwriter, dated as of the Closing Time, to the effect that that: (i) the representations and warranties of the Selling Stockholder 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 Stockholder has complied 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 1 contract

Samples: Underwriting Agreement (Visa Inc.)

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

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