Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters shall have received a written certificate executed by each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied 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 3 contracts
Samples: Underwriting Agreement (Dycom Industries Inc), Underwriting Agreement (Alphanet Solutions Inc), Underwriting Agreement (Alphanet Solutions Inc)
Selling Stockholders’ Certificate. On each Each of the First Selling Stockholders shall have furnished to the Underwriter on such Closing Date and the Second a certificate, dated such Closing Date the Underwriters shall have received a written certificate executed by Date, signed by, or on behalf of, each Selling Stockholder, dated as of such Closing Date, to the effect stating that:
: (i) the representations, representations and warranties and covenants of such Selling Stockholder set forth in Section 1(B2(b) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
and (ii) such Selling Stockholder has complied in all material respects with all the its respective agreements contained herein and has satisfied all the conditions on its part to be performed or satisfied by such Selling Stockholder hereunder at or prior to such Closing Date.
Appears in 2 contracts
Samples: Underwriting Agreement (United Homes Group, Inc.), Underwriting Agreement (Conversant Capital LLC)
Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date, the Second Closing Date the Underwriters Underwriter shall have received receive a written certificate executed by each Selling Stockholder, dated as of such Closing Datedate, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1.B. of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and
(ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.
Appears in 2 contracts
Samples: Underwriting Agreement (Hain Celestial Group Inc), Underwriting Agreement (Icahn Carl C)
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters Representative shall have received a written certificate executed by each Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied 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 2 contracts
Samples: Underwriting Agreement (Petroleum Development Corp), Underwriting Agreement (Petroleum Development Corp)
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters Representatives shall have received receive a written certificate executed by each Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied 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 2 contracts
Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Underwriting Agreement (Gasonics International Corp)
Selling Stockholders’ Certificate. On each of You shall have received on the First Closing Date and the Second Closing Date Date, as the Underwriters shall have received case may be, a written certificate executed by each Selling Stockholderthe Attorneys-in-Fact, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such each of the Selling Stockholder Stockholders set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder Stockholders on and as of such Closing Date; and
(ii) such each of the Selling Stockholder Stockholders has complied 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 2 contracts
Samples: Underwriting Agreement (Netegrity Inc), Underwriting Agreement (Netegrity Inc)
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters Representatives shall have received receive a written certificate executed by each the Selling Stockholder, dated as of such Closing Dateclosing date, to the effect that:
(i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Dateclosing date; and
(ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Dateclosing date.
Appears in 2 contracts
Samples: Underwriting Agreement (Ev3 Inc.), Underwriting Agreement (Ev3 Inc.)
Selling Stockholders’ Certificate. On each of the First Closing Date and (or the Second applicable Option Closing Date Date), the Underwriters shall have received receive a written certificate executed by each the sole member of the Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, representations and warranties and covenants of such the Selling Stockholder set forth in Section 1(B) 2 of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and
(ii) such the Selling Stockholder has complied with all the agreements and covenants and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.
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Selling Stockholders’ Certificate. On each of the First Closing Date and (or the Second applicable Option Closing Date Date), the Underwriters Underwriter shall have received receive a written certificate executed by each the sole member of the Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, representations and warranties and covenants of such the Selling Stockholder set forth in Section 1(B) 2 of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and
(ii) such the Selling Stockholder has complied with all the agreements and covenants and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.
Appears in 1 contract
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters Representative shall have received receive a written certificate executed by or on behalf of each Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied 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 (Red Robin Gourmet Burgers Inc)
Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date, the Second Closing Date the Underwriters Underwriter shall have received a written certificate executed by an authorized officer of each Selling Stockholder, dated as of such Closing Date, to the effect that:
(ia) the representations, representations and warranties and covenants of such Selling Stockholder set forth in Section 1(B) 2 of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and;
(iib) such Selling Stockholder has complied with all the its agreements and covenants hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.
Appears in 1 contract
Selling Stockholders’ Certificate. On each of You shall have received on the First Closing Date and the Second Closing Date Date, as the Underwriters shall have received case may be, a written certificate executed by each Selling Stockholderthe Attorneys-in-Fact, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such each of the Selling Stockholder Stockholders set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder Stockholders on and as of such Closing Date; and
and (ii) such each of the Selling Stockholder Stockholders has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.
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Selling Stockholders’ Certificate. On each of The Selling Stockholders shall have furnished to the First Underwriter on such Closing Date and the Second Closing Date the Underwriters shall have received a written certificate executed by each Selling Stockholdercertificate, dated as of such Closing Date, to signed by, or on behalf of, the effect Selling Stockholders, stating that:
: (i) the representations, representations and warranties and covenants of such the Selling Stockholder Stockholders set forth in Section 1(Bparagraph 2(b) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
and (ii) such the Selling Stockholder has Stockholders have complied with all the its respective agreements contained herein and has satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.
Appears in 1 contract
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date Date, the Underwriters Representative shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied 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
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters Underwriter shall have received receive a written certificate executed by each Selling Stockholder, dated as of such the Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1B of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied satisfied, in each case in all material respects, at or prior to such Closing Date.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters Underwriter shall have received receive a written certificate executed by or on behalf of each Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such the Closing Date; and
(ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such the Closing Date.
Appears in 1 contract
Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied 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
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date Date, if any, the Underwriters Representative shall have received receive a written certificate executed by each Selling Stockholder, dated as of such First or Second Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and;
(ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such First or Second Closing Date; and
(iii) such other matters as may be reasonably requested.
Appears in 1 contract
Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date, the Second Closing Date the Underwriters Underwriter shall have received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied 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 (Igate Corp)
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date Date, as the Underwriters case may be, the Representatives shall have received a written certificate executed by each the Selling Stockholder, dated as of such Closing Date, to the effect that:
(i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1 of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
(ii) such Selling Stockholder has complied 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 (Netgear Inc)
Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date the Underwriters shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that:
: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and
and (ii) such Selling Stockholder has complied 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 (Garden Fresh Restaurant Corp /De/)