Common use of Selling Stockholders’ Certificate Clause in Contracts

Selling Stockholders’ Certificate. On the Closing Date or the Subsequent Closing Date, as the case may be, the Representatives shall receive a written certificate executed by the Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the signers of such certificate have 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 the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the Selling Stockholder on and as of such Closing Date; and (ii) 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 Date.

Selling Stockholders’ Certificate. On the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives shall receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date or Subsequent Closing Date, to the effect that: (i) the signers signer of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date or Subsequent Closing Date; and (ii) the 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.

Selling Stockholders’ Certificate. On each of the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives shall receive 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 signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus and any amendment or supplement thereto and this Agreement, and that the representations, warranties and covenants of the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives shall 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 signers signer of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the 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.

Selling Stockholders’ Certificate. On the Closing Date or the Subsequent Closing Date, as the case may be, the Representatives shall receive have received a written certificate executed by the Attorney-in-Fact of the Selling Stockholder, dated as of such the Closing Date, to the effect that: (i) the signers signer of such certificate have 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 the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the such Closing Date with the same force and effect as though expressly made by the Selling Stockholder on and as of such Closing Date; and (ii) 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 Date.

Selling Stockholders’ Certificate. On the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives shall receive a written certificate executed by the Attorneys-in-Fact of each Selling Stockholder, or if any Selling Stockholder has not appointed an Attorney-in-Fact, then by such Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the signers of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the 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.

Selling Stockholders’ Certificate. On the Closing Date or the Subsequent Closing Date, as the case may be, the Representatives Underwriter shall 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 signers signer of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) and Section 3(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the 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.

Selling Stockholders’ Certificate. On the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives shall receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date or Subsequent Closing Date, to the effect that: (i) the signers signer of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) 1.B of this Agreement are true and correct on and as of the Closing Date or Subsequent Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date or Subsequent Closing Date; and (ii) the 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 or Subsequent Closing Date.

Selling Stockholders’ Certificate. On The Selling Stockholders shall have furnished to the Closing Date Representatives a certificate of the Selling Stockholders, signed by the Chairman of the Board or the Subsequent Closing DatePresident and the principal financial or accounting officer of each Selling Stockholder, if an entity, or each Selling Stockholder individually, as the case may be, dated the Representatives shall receive a written certificate executed by the Selling Stockholder, dated as of such Option Closing Date, to the effect that: (i) that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Issuer Free Writing supplements to the Prospectus and any amendment or supplement thereto and this Agreement, Agreement and that the representations, representations and warranties and covenants of the Selling Stockholder set forth Stockholders in Section 1(B) of this Agreement are true and correct in all material respects on and as of the Closing Date with to the same force and effect as though expressly if made by on such Option Closing Date and the Selling Stockholder on and as of such Closing Date; and (ii) the Selling Stockholder has Stockholders have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied at or prior to such Option Closing Date.

Selling Stockholders’ Certificate. On each of the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives Representative shall receive 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 signers of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On the Closing Date or the Subsequent Closing Date, as the case may be, the Representatives shall receive have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such the Closing Date, to the effect that: (i) the signers signer of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the such Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the 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.

Selling Stockholders’ Certificate. On the Closing Date or the Subsequent Closing Date, as the case may be, the Representatives shall receive a written certificate executed by the Attorneys-in-Fact of each Selling Stockholder, or if any Selling Stockholder has not appointed an Attorney-in-Fact, then by such Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the signers of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the 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.

Selling Stockholders’ Certificate. On each of the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives Representative shall receive 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 signers of such certificate have 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, representations and warranties and covenants of the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On the Closing Date and any Subsequent Closing Date on which such Selling Stockholder is selling Shares to the Underwriters hereunder, the Representative shall receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date or the Subsequent subsequent Closing Date, as the case may be, the Representatives shall receive a written certificate executed by the Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the signers signer[s] of such certificate have carefully examined the Registration Statement, the ProspectusProspectus on behalf of such Selling Stockholder, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, and that the representations, warranties and covenants of the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the 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.

Selling Stockholders’ Certificate. On each of the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives Representative shall receive have received a written certificate executed by the Attorney-in-Fact of the Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the signers of such certificate have 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 the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the Selling Stockholder on and as of such Closing Date; and (ii) the Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On the Closing Date or the and any Subsequent Closing Date, as the case may be, the Representatives shall 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 signers signer[s] of such certificate have 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 the such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by the such Selling Stockholder on and as of such Closing Date; and (ii) the 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.