Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 3 contracts
Samples: Purchase Agreement (Play by Play Toys & Novelties Inc), Purchase Agreement (Maximus Inc), Purchase Agreement (Veeco Instruments Inc)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein and the statements in any certificates furnished by the Company, Company or any subsidiary of the Company and the each Selling Shareholders Stockholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERSOfficers' CERTIFICATECertificate. A certificate, dated such --------------------- Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains true and correct as of such Date of Delivery.
Appears in 2 contracts
Samples: Purchase Agreement (Turner Paul H), Purchase Agreement (Simons Stephen W)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Stockholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 2 contracts
Samples: Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Rhythms Net Connections Inc)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, Company or any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 2 contracts
Samples: Purchase Agreement (Prestige Brands Holdings, Inc.), Purchase Agreement (Activision Inc /Ny)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company Company, the Operating Partnership and the Selling Shareholders Stockholder contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company its subsidiaries and the Selling Shareholders Stockholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATEOfficers’ Certificate. A certificate, dated such Date of Delivery, of the President or a an Executive Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery.
Appears in 2 contracts
Samples: Underwriting Agreement (BrightSpire Capital, Inc.), Underwriting Agreement (DigitalBridge Group, Inc.)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, Company or any subsidiary (including, but not limited to, the Subsidiaries) of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATEOfficer’s Certificate of the Company. A certificate, dated such Date of Delivery, of the President or a of any Vice President of the Company and of the chief financial officer or the chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 2 contracts
Samples: Purchase Agreement (Macquarie Infrastructure Management (USA) INC), Purchase Agreement (Macquarie Infrastructure CO LLC)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Shareholder(s) contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company its subsidiaries and the Selling Shareholders Shareholder(s) hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives Representative shall have received:
(i) OFFICERS' CERTIFICATEOfficers’ Certificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming on behalf of the Company that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Purchase Agreement (Ameresco, Inc.)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholders, respectively, contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Stockholders, respectively, hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' OFFICER'S CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Purchase Agreement (Bedford Property Investors Inc/Md)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase from the Selling Stockholders all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company its subsidiaries and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives Representative shall have received:
(i) OFFICERS' CERTIFICATEOfficers’ Certificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Underwriting Agreement (Construction Partners, Inc.)
Conditions to Purchase of Option Securities. In the event that the U.S. Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the U.S. Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the U.S. Representatives shall have received:
(i) OFFICERS' CERTIFICATEOfficer's Certificate. A certificate, dated such Date of --------------------- Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: u.s. Purchase Agreement (Federated Investors Inc /Pa/)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein and the statements in any certificates furnished by the Company, Company or any subsidiary of the Company and the Selling Shareholders Shareholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Purchase Agreement (Heico Corp)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein and the statements in any certificates furnished by the Company, any subsidiary the Subsidiary of the Company and the Selling Shareholders Stockholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERSOfficers' CERTIFICATECertificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Purchase Agreement (Blue Nile Inc)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any Selling Shareholder or any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. CERTIFICATE A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Stockholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President Chief Executive Officer of the Company and of the chief financial or chief accounting officer Chief Financial Officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Option Securities Selling Shareholders Shareholder contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and any Subsidiary and the Option Securities Selling Shareholders Shareholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERSOfficers' CERTIFICATECertificate. A certificate, dated such Date of Delivery, of the President Chief Executive Officer or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Underwriting Agreement (Nymagic Inc)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Option Securities Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and any Subsidiary and the Option Securities Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERSOfficers' CERTIFICATECertificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice Company signed by the President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, Company or any subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Stockholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
22 26 (i) OFFICERSOfficers' CERTIFICATECertificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Shares of Common Stock Purchase Agreement (Provant Inc)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Stockholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President Chief Executive Officer of the Company and of the chief financial or chief accounting officer Chief Financial Officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their Underwriter exercises its option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Stockholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives Underwriter shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President Chief Executive Officer of the Company and of the chief financial or chief accounting officer Chief Financial Officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary Subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERSOfficers' CERTIFICATECertificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Stockholder contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Stockholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:: 746857.05-New York Server 4A - MSW
(i) OFFICERSOfficers' CERTIFICATECertificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company or such other officer(s) of the Company acceptable to the Representatives confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Shareholder contained herein and the statements in any certificates furnished by the Company, any subsidiary of the Company and the Selling Shareholders Shareholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Samples: Purchase Agreement (Wellpoint Health Networks Inc /Ca/)
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, any subsidiary of Company and the Company Subsidiary and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, and the Representatives Representative shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Operating Partnership contained herein and the statements in any certificates furnished by the Company, the Operating Partnership and any subsidiary of the Company and the Selling Shareholders hereunder Subsidiary shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives Underwriters shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company Company, and of the chief financial or chief accounting officer of the Company Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders Operating Partnership contained herein and the statements in any certificates furnished by the Company, the Operating Partnership and any subsidiary of the Company and the Selling Shareholders hereunder Subsidiary shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives Representative(s) shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company Company, and of the chief financial or chief accounting officer of the Company Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract
Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholders contained herein and the statements in any certificates furnished by the Company, Company or any subsidiary Subsidiary of the Company and the Selling Shareholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:
(i) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
Appears in 1 contract