Common use of Officer’s Certificate of the Company Clause in Contracts

Officer’s Certificate of the Company. On the Closing Date and any Subsequent Closing Date, the Representative shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsections (b) and (c) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to such Closing Date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement not qualified by materiality are true and correct in all material respects and those representations, warranties and covenants of the Company set forth in Section 1 of this Agreement qualified by materiality are true and correct on and as of the Closing Date with the same force and effect as though expressly made on and as of such Closing Date; and (iii) 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 such Closing Date.

Officer’s Certificate of the Company. On each of the First Closing Date and any Subsequent each Option Closing Date, the Representative shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsections subsection (b) and (cb)(ii) of this Section 5, and further to the effect that: (i) they have reviewed the Registration Statement, the Prospectus and the Disclosure Package; (ii) the Financial Statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus fairly present in all material respects the consolidated financial conditions, results of operations and cash flows of the Company as of, and for the periods presented in the Registration Statement; (iii) for the period from and after the date of this Agreement and prior to such Closing Date, there has not occurred any Material Adverse Change; (iiiv) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement not qualified by materiality are true and correct in all material respects and those representations, warranties and covenants of the Company set forth in Section 1 of this Agreement qualified by materiality are true and correct on and as of the Closing Date with the same force and effect as though expressly made on and as of such Closing Date; and (iiiv) 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 such Closing Date.

Officer’s Certificate of the Company. On each of the First Closing Date and any Subsequent each Option Closing Date, the Representative Underwriters shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsections subsection (b) and (cb)(ii) of this Section 5, and further to the effect that: (i) they have reviewed the Registration Statement, the Prospectus and the Disclosure Package; (ii) the Financial Statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus fairly present in all material respects the consolidated financial conditions, results of operations and cash flows of the Company and the Subsidiary as of, and for the periods presented in the Registration Statement; (iii) for the period from and after the date of this Agreement and prior to such Closing Date, there has not occurred any Material Adverse Change; (iiiv) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement not qualified by materiality are true and correct in all material respects and those representations, warranties and covenants of the Company set forth in Section 1 of this Agreement qualified by materiality are true and correct on and as of the Closing Date with the same force and effect as though expressly made on and as of such Closing Date; and (iiiv) 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 such Closing Date.

Officer’s Certificate of the Company. On each of the First Closing Date and any Subsequent each Option Closing Date, the Representative Underwriter shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsections subsection (b) and (cb)(ii) of this Section 5, and further to the effect that: (i) they have reviewed the Registration Statement, the Prospectus and the Disclosure Package; (ii) the Financial Statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus fairly present in all material respects the consolidated financial conditions, results of operations and cash flows of the Company and the Subsidiary as of, and for the periods presented in the Registration Statement; (iii) for the period from and after the date of this Agreement and prior to such Closing Date, there has not occurred any Material Adverse Change; (iiiv) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement not qualified by materiality are true and correct in all material respects and those representations, warranties and covenants of the Company set forth in Section 1 of this Agreement qualified by materiality are true and correct on and as of the Closing Date with the same force and effect as though expressly made on and as of such Closing Date; and (iiiv) 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 such Closing Date.