Common use of Officer’s Certificate Clause in Contracts

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 144 contracts

Samples: Underwriting Agreement (Telix Pharmaceuticals LTD), Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Apogee Therapeutics, Inc.)

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Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 48 contracts

Samples: Underwriting Agreement (Liquidia Corp), Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Immunic, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any been no Material Adverse ChangeEffect; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 46 contracts

Samples: Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (USA Acquisition Corp.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 32 contracts

Samples: Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Research Alliance Corp. II)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 23 contracts

Samples: Underwriting Agreement (Enovix Corp), Underwriting Agreement (Volitionrx LTD), Underwriting Agreement (Ocugen, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 22 contracts

Samples: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.), Underwriting Agreement (iBio, Inc.), Underwriting Agreement (Esperion Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any been no Material Adverse ChangeEffect; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 15 contracts

Samples: Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 14 contracts

Samples: Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Underwriting Agreement (Prokidney Corp.), Underwriting Agreement (Celcuity Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 13 contracts

Samples: Underwriting Agreement (Scilex Holding Co), Underwriting Agreement (Pacific Biosciences of California, Inc.), Underwriting Agreement (Larimar Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 12 contracts

Samples: Underwriting Agreement (Omega Alpha SPAC), Underwriting Agreement (Omega Alpha SPAC), Underwriting Agreement (Live Oak Acquisition Corp II)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 11 contracts

Samples: Underwriting Agreement (Zevra Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 9 contracts

Samples: Underwriting Agreement (Foghorn Therapeutics Inc.), Underwriting Agreement (ConnectOne Bancorp, Inc.), Underwriting Agreement (Heartland Financial Usa Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 8 contracts

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 8 contracts

Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section ‎Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 7 contracts

Samples: Underwriting Agreement (Rezolute, Inc.), Underwriting Agreement (RadNet, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 7 contracts

Samples: Underwriting Agreement (Addus HomeCare Corp), Underwriting Agreement (Rada Electronic Industries LTD), Underwriting Agreement (Addus HomeCare Corp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 7 contracts

Samples: Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 6 contracts

Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (La Jolla Pharmaceutical Co), Underwriting Agreement (Heron Therapeutics, Inc. /De/)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or and President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company and the Operating Partnership set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iii) the Company has and the Operating Partnership have complied with all the agreements hereunder and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to such date.

Appears in 6 contracts

Samples: Underwriting Agreement (National Storage Affiliates Trust), Underwriting Agreement (National Storage Affiliates Trust), Underwriting Agreement (National Storage Affiliates Trust)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 6 contracts

Samples: Underwriting Agreement (Abeona Therapeutics Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Polarityte, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate certificate, on behalf of the Company, executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 6 contracts

Samples: Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Affimed N.V.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(b)(iii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 6 contracts

Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate certificate, on behalf of the Company, executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii8(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such date; and (iii) the Company has complied complied, in all material respects, with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.

Appears in 6 contracts

Samples: Underwriting Agreement (Auris Medical Holding Ltd.), Underwriting Agreement (Auris Medical Holding Ltd.), Underwriting Agreement (Auris Medical Holding Ltd.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section ‎Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 6 contracts

Samples: Underwriting Agreement (Americas Carmart Inc), Underwriting Agreement (Dorian LPG Ltd.), Underwriting Agreement (Inmune Bio, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or the President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 5 contracts

Samples: Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger III Corp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, Date the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 5 contracts

Samples: Underwriting Agreement (Phio Pharmaceuticals Corp.), Underwriting Agreement (Phio Pharmaceuticals Corp.), Underwriting Agreement (Opgen Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 5 contracts

Samples: Underwriting Agreement (NewAmsterdam Pharma Co N.V.), Underwriting Agreement (Holley Inc.), Underwriting Agreement (PubMatic, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 4 contracts

Samples: Underwriting Agreement (Viridian Therapeutics, Inc.\DE), Underwriting Agreement (Keros Therapeutics, Inc.), Underwriting Agreement (Keros Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and 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 date.

Appears in 4 contracts

Samples: Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II)

Officer’s Certificate. On each of the First Closing Date and each the Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 4 contracts

Samples: Underwriting Agreement (Evofem Biosciences, Inc.), Underwriting Agreement (Evofem Biosciences, Inc.), Underwriting Agreement (Evofem Biosciences, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Principal Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 4 contracts

Samples: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Wave Life Sciences Ltd.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 4 contracts

Samples: Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Principal Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (Axovant Gene Therapies Ltd.), Underwriting Agreement (Axovant Sciences Ltd.), Underwriting Agreement (Axovant Sciences Ltd.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 ‎1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (VBI Vaccines Inc/Bc), Underwriting Agreement (VBI Vaccines Inc/Bc), Underwriting Agreement (VBI Vaccines Inc/Bc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed on behalf of the Company by the Chief Executive Officer chief executive officer or President president of the Company and the Chief Financial Officer chief financial officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct in all material respects with the same force and effect as though expressly made on and as of such date; and (iii) the Company has complied in all material respects with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.

Appears in 3 contracts

Samples: Underwriting Agreement (Fiesta Restaurant Group, Inc.), Underwriting Agreement (Fiesta Restaurant Group, Inc.), Underwriting Agreement (Jefferies Capital Partners Iv Lp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (Bio-Path Holdings Inc), Underwriting Agreement (RXi Pharmaceuticals Corp), Underwriting Agreement (InspireMD, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) hereof and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any been no Material Adverse ChangeEffect; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (Genesis Park Acquisition Corp.), Underwriting Agreement (Genesis Park Acquisition Corp.), Underwriting Agreement (Genesis Park Acquisition Corp.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, solely in their respective capacities as such, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such date; and (iii) the Company has complied in all material respects with all the agreements hereunder and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such date.

Appears in 3 contracts

Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals LTD)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such date; and (iii) the Company has complied in all material respects with all the agreements hereunder and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such date.

Appears in 3 contracts

Samples: Underwriting Agreement (Dicerna Pharmaceuticals Inc), Underwriting Agreement (Dicerna Pharmaceuticals Inc), Underwriting Agreement (Dicerna Pharmaceuticals Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (Ruths Hospitality Group, Inc.), Underwriting Agreement (Papa Murphy's Holdings, Inc.), Underwriting Agreement (Hain Celestial Group Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President, Finance, of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 3 contracts

Samples: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Five Prime Therapeutics Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Authentic Equity Acquisition Corp.), Underwriting Agreement (Authentic Equity Acquisition Corp.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chairman of the Board or the Chief Executive Officer or a Senior Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such dateClosing Date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeCommission; (ii) the representations, representations and warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and (iii) the Company has complied in all material respects with all the agreements hereunder and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such dateClosing Date.

Appears in 2 contracts

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

Officer’s Certificate. On each of the First Closing Date and each Option the Second Closing Date, Date the Representatives 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 dateClosing Date, to the effect set forth in subsections (b)(ii) and (c) of this Section 6(b)(ii) 5, and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and and (iiiii) 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 dateClosing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by either of the Chief Executive Officer or President Co-Chairmen of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (LGL Systems Acquisition Corp.), Underwriting Agreement (LGL Systems Acquisition Corp.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section ‎Section 6(b)(ii) hereof and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)

Officer’s Certificate. On each of the First Closing Date and each the Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President Chairman of the Company Executive Board and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Nanobiotix S.A.), Underwriting Agreement (Nanobiotix S.A.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 and Section 3 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.), Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such datedate and signed on behalf of the Company, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Savara Inc), Underwriting Agreement (Savara Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President, Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Immune Design Corp.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section ‎Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Adma Biologics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President in Finance and Administration of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Taiwan Liposome Company, Ltd.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings, Inc.), Underwriting Agreement (Landcadia Holdings, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section ‎Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (AdaptHealth Corp.), Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (NeuroDerm Ltd.), Underwriting Agreement (NeuroDerm Ltd.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Initial Purchasers shall have received a written certificate executed by the Chief Executive Officer or President an officer of the Company and the Chief Financial Officer of the Company, dated as of such datethe Closing Date, to the effect set forth in subsection (b)(ii) of this Section 6(b)(ii) 5, and further to the effect thatthat to the best knowledge of such officer: (i) for the period from and including after the date of this Agreement through and including such date, prior to the 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 are true and correct with the same force and effect as though expressly made on and as of such datethe 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 datethe Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (Qwest Corp), Purchase Agreement (Qwest Communications International Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Senior Vice President, Finance of the Company, on behalf of the Company and not in their individual capacities, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (scPharmaceuticals Inc.), Underwriting Agreement (scPharmaceuticals Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Sol-Gel Technologies Ltd.), Underwriting Agreement (HC2 Holdings, Inc.)

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Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such dateClosing Date, to the effect set forth in subsection (b)(ii) of this Section 6(b)(ii) 6 and further to the effect that: (i) for For the period from and including the date of this Agreement through and including such dateClosing Date, there has not occurred any Material Adverse Change; (ii) the The representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and (iii) the 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 dateClosing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Ziopharm Oncology Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Evofem Biosciences, Inc.), Underwriting Agreement (Evofem Biosciences, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any change or any development that could reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the President and Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Veru Inc.), Underwriting Agreement (Veru Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Principle Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Wave Life Sciences Pte LTD)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (TCV v Lp), Underwriting Agreement (TechTarget Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriters shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) i. for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) . the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 2 contracts

Samples: Underwriting Agreement (Zoe's Kitchen, Inc.), Underwriting Agreement (Zoe's Kitchen, Inc.)

Officer’s Certificate. On each of the First Closing Date and each the Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Erytech Pharma S.A.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such datethe Closing Date, to the effect set forth in subsection (b)(ii) of this Section 6(b)(ii) 6, and further to the effect that: (i) for the period from and including the date of this Agreement through and including such datethe Closing Date, there has not occurred any Material Adverse Change; (ii) the representations, representations and warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such datethe Closing Date; and (iii) the Company has complied in all material respects with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such datethe Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Chefs' Warehouse, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, solely in their capacity as such, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (KalVista Pharmaceuticals, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company and RGF LLC set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Real Good Food Company, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: : (i) for i)for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; ; (ii) the ii)the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and and (iii) the 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 date.

Appears in 1 contract

Samples: Underwriting Agreement

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the CompanyCompany solely in their respective capacities as such, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Sierra Oncology, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(a) and further to the effect that: : (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; ; (ii) the representations, warranties and covenants of the Company set forth in Section 1 3 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Five Prime Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option the Second Closing Date, as applicable, the Representatives shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such dateClosing Date, to the effect set forth in subsection (a) of this Section 6(b)(ii) 6, and further to the effect that: (i1) for the period from and including after the date of this Agreement through and including prior to such dateClosing Date, there has not occurred any Material Adverse ChangeEffect; (ii2) the representations, representations and warranties and covenants of the Company set forth in Section 1 2 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and (iii3) the Company has complied in all material respects with all the agreements and conditions hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such dateClosing Date.

Appears in 1 contract

Samples: Underwriting Agreement (IBuyDigital.com, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or Officer, President of the Company and or the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (ESSA Pharma Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Initial Purchasers shall have received a written certificate executed by the Chief Executive Officer Officer, the President or any Vice President of the Company and the Chief Financial Officer of the Company, dated as of such datethe Closing Date, to the effect set forth in Section 6(b)(ii5(b)(ii) hereof, and further to the effect that: (i) for the period from and including after the date of this Agreement through and including such date, prior to the 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 hereof are true and correct with the same force and effect as though expressly made on at and as of such datethe 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 datethe Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Puget Energy Inc /Wa)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Curis Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such dateClosing Date, to the effect set forth in subsection (b)(ii) of this Section 6(b)(ii) 6 and further to the effect that: (i) for For the period from and including the date of this Agreement through and including such dateClosing Date, there has not occurred any Material Adverse Change; (ii) the The representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and (iii) the 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 dateClosing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Somaxon Pharmaceuticals, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Par Technology Corp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Principal Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Axovant Sciences Ltd.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Co-Chief Executive Officer or President Officers of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Planet 13 Holdings Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Tg Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii‎Section 5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties warranties, and covenants of the Company set forth in Section ‎Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Placement Agent shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeChange (as defined in the Securities Purchase Agreement); (ii) the representations, representations and warranties and covenants of the Company set forth in Section 1 2 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Placement Agency Agreement (Evogene Ltd.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer a principal financial or accounting officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Fogo De Chao, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6.A.(c)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, representations and warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Stalwart Tankers Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President, Finance and Administration of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Chiasma, Inc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a written certificate executed by the Chief Executive Officer Officer, the President or any Vice President of the Company and the Chief Financial Officer or Treasurer of the Company, dated as of such datethe Closing Date, to the effect set forth in Section 6(b)(ii5(c)(ii) hereof, and further to the effect that: (i) for the period from and including after the date of this Agreement through and including such date, prior to the 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 hereof are true and correct with the same force and effect as though expressly made on at and as of such datethe 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 datethe Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Puget Energy Inc /Wa)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Principal Accounting Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (iBio, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, if any, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company principal executive officer and the Chief Financial Officer principal accounting officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iii) the Company has complied in all material respects with all the agreements hereunder and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such date.

Appears in 1 contract

Samples: Underwriting Agreement (Alaunos Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Exact Sciences Corp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company and signed on behalf of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Internap Corp)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, as applicable, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (Esperion Therapeutics, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or and President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (ACM Research, Inc.)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such 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 date.

Appears in 1 contract

Samples: Underwriting Agreement (VBI Vaccines Inc/Bc)

Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate certificate, on behalf of the Company, executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii8(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such 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 are true and correct with the same force and effect as though expressly made on and as of such date; and (iii) the Company has complied complied, in all material respects, with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.

Appears in 1 contract

Samples: Underwriting Agreement (Auris Medical Holding AG)

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