Common use of Certificate of Selling Stockholders Clause in Contracts

Certificate of Selling Stockholders. At the Closing Time and at each Date of Delivery, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of the Closing Time and as of each Date of Delivery, as applicable, to the effect that (i) the representations and warranties of each Selling Stockholder 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 the Closing Time and as of each Date of Delivery, as applicable and (ii) each 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 and at or prior to each Date of Delivery, as applicable.

Appears in 2 contracts

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

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Certificate of Selling Stockholders. At the Closing Time and at each Date of DeliveryTime, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of the Closing Time and as of each Date of Delivery, as applicableTime, to the effect that (i) the representations and warranties of each Selling Stockholder 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 the Closing Time (except those representations and warranties that address matters only as of each Date a particular date shall remain true and correct as of Delivery, as applicable such date) and (ii) each such Selling Stockholder 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 and at or prior to each Date of Delivery, as applicableTime.

Appears in 1 contract

Samples: Purchase Agreement (Interactive Health, Inc.)

Certificate of Selling Stockholders. At the Closing Time and at each Date of DeliveryTime, the Representatives Representative shall have received a certificate of each Selling Stockholder or, as applicable, of an Attorney-in-Fact on behalf of each applicable Selling Stockholder, dated as of the Closing Time and as of each Date of Delivery, as applicableTime, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof this Agreement are true and correct in all materials respects (or, where such representation and warranty is already qualified as to materiality, in all respects) with the same force and effect as though expressly made at and as of the Closing Time and as of each Date of Delivery, as applicable and (ii) each 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 and at or prior to each Date of Delivery, as applicablein all material respects.

Appears in 1 contract

Samples: Underwriting Agreement (SoFi Technologies, Inc.)

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Certificate of Selling Stockholders. At the Closing Time and at each Date of DeliveryTime, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of the Closing Time and as of each Date of Delivery, as applicableTime, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects respects, other than representations and warranties that speak as of a specific date or time (which shall be true and correct as of such date or time) with the same force and effect as though expressly made at and as of the Closing Time and as of each Date of Delivery, as applicable and (ii) each 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 and at or prior to each Date of Delivery, as applicableTime.

Appears in 1 contract

Samples: Purchase Agreement (Armor Holdings Inc)

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