No Material Adverse Change; Officers’ Certificate. At the Closing Time, (A) there shall not have been (I) since the date of the latest audited balance sheet included in the Disclosure Package and except as disclosed therein or (II) since the Applicable Time, any Material Adverse Change and (B) the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated the date of the Closing Time, to the effect that (I) there has been no such Material Adverse Change, (II) the representations and warranties in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (III) the Company has complied with all agreements and satisfied all conditions on its part required by this Agreement to be performed or satisfied at or prior to the Closing Time, and (IV) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the signers, contemplated by the Commission.
No Material Adverse Change; Officers’ Certificate. (i) Since the date of the latest balance sheet included in the Disclosure Package (exclusive of any amendment or supplement thereto), there shall not have been any material adverse change, or any development involving a prospective material adverse change, in (A) the condition, financial or otherwise, or in the earnings, affairs or business prospects, whether or not arising in the ordinary course of business, of the Company and its subsidiaries, taken as a whole, from that described in the Disclosure Package (exclusive of any amendment or supplement thereto), and (B) the capital stock or in the long-term debt of the Company from that set forth in the Disclosure Package (exclusive of any amendment or supplement thereto); (ii) the Company shall have no liability or obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, other than those reflected in the Disclosure Package (exclusive of any amendment or supplement thereto); and (iii) the Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Chief Accounting Officer of the Company, confirming (x) the matters set forth in paragraphs (a) and (b) of this Section 6; and (y) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
No Material Adverse Change; Officers’ Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change, or any development which is reasonably likely to result in a material adverse change, in the condition (financial or otherwise), results of operations or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change or development, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission.
No Material Adverse Change; Officers’ Certificate. At the Closing Time and each additional Date of Delivery, there shall not have occurred, since the date hereof, (i) any material adverse change or development or event involving a prospective change in the condition, financial or otherwise, or in the results of operations, business or properties of the Company, whether or not arising in the ordinary course of business, or (ii) any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) any suspension or material limitation by the Commission or NASDAQ of trading in any securities of the Company, or (iv) any suspension or material limitation of trading generally on the American Stock Exchange, the New York Stock Exchange or NASDAQ, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or quotation systems or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) the declaration of a banking moratorium by either Federal or New York authorities. The Underwriter shall have received a certificate of the chief executive officer or the president of the Company and of the chief financial or chief accounting officer of the Company, dated the Closing Time or such additional Date of Delivery, as applicable, to the effect that (A) there has not been such a material adverse change of the type referenced in clause (i) of the previous sentence, (B) the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time or such Date of Delivery, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time or such Date of Delivery under this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspend...
No Material Adverse Change; Officers’ Certificate. During the period ------------------------------------------------- from the date of the Latest MAI Financial Statements to the Closing Date, there shall not have been any Material Adverse Effect and there shall not have occurred any material destruction, loss or damage to the Assets, whether or not insured. Xxxxx and New Company shall have received a certificate dated the Closing Date, signed by the Chairman, President and Controller of MAI, certifying to the foregoing effect.
No Material Adverse Change; Officers’ Certificate. During the period from the date of the Latest Financial Statements to the Closing Date, there shall not have been any material adverse change in the financial condition, properties or results of operations of the Division, and there shall not have occurred any material destruction, loss or damage to the Assets, whether or not insured. Xxxxx shall have received a certificate dated the Closing Date, signed by the President and Chief Financial Officer of BEI, certifying to the foregoing effect.
