Common use of Certificate of Selling Stockholders Clause in Contracts

Certificate of Selling Stockholders. At the Closing Date, the Representatives shall have received a certificate signed by an Attorney-in-Fact on behalf of the Selling Stockholders, dated as of the Closing Date, to the effect that (i) the representations and warranties of each Selling Stockholder in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date, (ii) each Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iii) the information relating to each Selling Stockholder (including the information with respect to such Selling Stockholder’s Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such Selling Stockholder) that is set forth in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus (or amendments or supplements thereto) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.

Appears in 2 contracts

Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)

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Certificate of Selling Stockholders. At the Closing Date, the Representatives Representative shall have received a certificate signed by an Attorney-in-Fact on behalf from each of the Selling Stockholders, dated as of the Closing Date, to the effect that (i) the representations and warranties of each Selling Stockholder in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date, (ii) each Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iii) the information relating to each Selling Stockholder (including the information with respect to such Selling Stockholder’s Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such Selling Stockholder) that is furnished in writing to the Company and set forth in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus (or any amendments or supplements thereto) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.

Appears in 1 contract

Samples: Underwriting Agreement (BOSTON OMAHA Corp)

Certificate of Selling Stockholders. At the Closing Date, the Representatives shall have received a certificate signed by an Attorney-in-Fact on behalf of the Selling Stockholders, dated as of the Closing Date, to the effect that (i) the representations and warranties of each Selling Stockholder in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date, (ii) each Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iii) the information relating to each Selling Stockholder (including the information with respect to such Selling Stockholder’s Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such Selling Stockholder) that is set forth or incorporated by reference in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus (or amendments or supplements thereto) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.

Appears in 1 contract

Samples: Underwriting Agreement (Tabula Rasa HealthCare, Inc.)

Certificate of Selling Stockholders. At the Closing Date, the Representatives shall have received a certificate signed by an Attorney-in-Fact on behalf of the Selling Stockholders, dated as of the Closing Date, to the effect that (i) the representations and warranties of each Selling Stockholder in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date, (ii) each such Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iii) each Selling Stockholder has reviewed and is familiar with the Prospectus and any amendments or supplements thereto and the information relating to each such Selling Stockholder (including including, without limitation, the information with respect to such Selling Stockholder’s Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such Selling Stockholder) that is set forth in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus (or amendments any amendment or supplements supplement thereto) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.

Appears in 1 contract

Samples: Underwriting Agreement (Volcom Inc)

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Certificate of Selling Stockholders. At the Closing Date, the Representatives shall have received a certificate signed by an Attorney-in-Fact on behalf of the Selling Stockholders, dated as of the Closing Date, to the effect that (i) the representations and warranties of each Selling Stockholder in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date, (ii) each such Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iii) each Selling Stockholder has reviewed and is familiar with the Prospectus and any amendments or supplements thereto and the information relating to each such Selling Stockholder (including the information with respect to such Selling Stockholder’s 's Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such Selling Stockholder) that is set forth in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus (or amendments any amendment or supplements supplement thereto) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.

Appears in 1 contract

Samples: Underwriting Agreement (Volcom Inc)

Certificate of Selling Stockholders. At the Closing DateTime, the Representatives shall have received a certificate signed by an Attorney-in-Fact on behalf authorized officer of the Selling Stockholders, dated as of the Closing DateTime, to the effect that (i) the representations and warranties of each the Selling Stockholder Stockholders in this Agreement are true and correct at and as of the Closing Date Time with the same force and effect as though expressly made at and as of the Closing DateTime, (ii) each the Selling Stockholder has Stockholders have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date Time under or pursuant to this Agreement, and (iii) the information relating to each the Selling Stockholder Stockholders (including the information with respect to such the Selling Stockholder’s Stockholders’ Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such the Selling StockholderStockholders) that is set forth in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus (or any amendments or supplements thereto) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.

Appears in 1 contract

Samples: Underwriting Agreement (Runway Growth Finance Corp.)

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