Common use of Selling Shareholder’s Certificate Clause in Contracts

Selling Shareholder’s Certificate. On the First Closing Date the Representatives shall receive a written certificate executed by each Selling Shareholder or its Attorney-in-Fact, dated as of the First Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement which are qualified as to materiality are true and correct, and all other representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct in all material respects, with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Metron Technology N V)

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Selling Shareholder’s Certificate. On each of the First Closing Date and the Second Closing Date, the Representatives shall receive a written certificate executed by each Selling Shareholder or its the Attorney-in-FactFact of each Selling Shareholder, dated as of the First such Closing Date, to the effect that: (i) the representations, warranties and covenants signers of such Selling Shareholder set forth in Section 1(B) of certificate have carefully examined the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement which are qualified as to materiality are true and correctAgreement, and all other that the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct in all material respects, with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (RAM Holdings Ltd.)

Selling Shareholder’s Certificate. On the First Closing Date Date, the Representatives shall receive a written certificate executed by each the Selling Shareholder or its Attorney-in-FactShareholder, dated as of the First such Closing Date, to the effect that: (i) the Selling Shareholder has carefully examined the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, and that the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement which are qualified as to materiality are true and correct, and all other representations, warranties and covenants of such the Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct in all material respects, on and as of such Closing Date with the same force and effect as though expressly made by such the Selling Shareholder on and as of such Closing Date; and (ii) such the Selling Shareholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Ceragon Networks LTD)

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Selling Shareholder’s Certificate. On each of the First Closing Date and the Representatives Second Closing Date, the Representative shall receive a written certificate executed by each Selling Shareholder or its the Attorney-in-FactFact of each Selling Shareholder, dated as of the First such Closing Date, to the effect that: (i) the representations, warranties and covenants signers of such Selling Shareholder set forth in Section 1(B) of certificate have carefully examined the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement which are qualified as to materiality are true and correctAgreement, and all other that the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct in all material respects, with the same force and effect as though expressly made by such Selling Shareholder on and as of such Closing Date; and (ii) such Selling Shareholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (RAM Holdings Ltd.)

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