Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 225 contracts
Samples: Underwriting Agreement (Novavax Inc), Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Century Therapeutics, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 162 contracts
Samples: Underwriting Agreement (Nextracker Inc.), Underwriting Agreement (Akoya Biosciences, Inc.), Underwriting Agreement (Nextracker Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 121 contracts
Samples: Letter Agreement (Immunome Inc.), Underwriting Agreement (RayzeBio, Inc.), Underwriting Agreement (Spring Valley Acquisition Corp. II)
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 73 contracts
Samples: Underwriting Agreement (Trailblazer Merger Corp I), Underwriting Agreement (Trailblazer Merger Corp I), Warrant Agreement (Horizon Space Acquisition I Corp.)
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 62 contracts
Samples: Underwriting Agreement (PTC Therapeutics, Inc.), Underwriting Agreement (Healthequity, Inc.), NantKwest, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 47 contracts
Samples: Underwriting Agreement (Dynegy Inc /Il/), Underwriting Agreement (Concho Resources Inc), Underwriting Agreement (Quark Pharmaceuticals Inc)
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 35 contracts
Samples: Underwriting Agreement (SONDORS Inc.), Underwriting Agreement (Cheesecake Factory Inc), South Jersey (South Jersey Industries Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 29 contracts
Samples: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as a foreign entities entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 27 contracts
Samples: Purchase Agreement (Palo Alto Networks Inc), Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.)
Good Standing. The Representatives shall have received on and as of the such Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 26 contracts
Samples: Underwriting Agreement (Humacyte, Inc.), Underwriting Agreement (Evofem Biosciences, Inc.), Underwriting Agreement (Clearfield, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Fifth Third Bank in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 21 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company Company, the Manager and its their respective subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 20 contracts
Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Management Agreement (Apollo Commercial Real Estate Finance, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 19 contracts
Samples: Underwriting Agreement (Allegheny Technologies Inc), Synovus Financial (Synovus Financial Corp), Underwriting Agreement (Air Lease Corp)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries each of the Significant Subsidiaries that is organized in the United States in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably requestorganization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 18 contracts
Samples: Underwriting Agreement (Moodys Corp /De/), Underwriting Agreement (Moodys Corp /De/), Underwriting Agreement (Moodys Corp /De/)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 16 contracts
Samples: Letter Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.)
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 14 contracts
Samples: Underwriting Agreement (Approach Resources Inc), Underwriting Agreement (Approach Resources Inc), Underwriting Agreement (Approach Resources Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 13 contracts
Samples: Underwriting Agreement (Metagenomi, Inc.), Underwriting Agreement (Surgery Partners, Inc.), Underwriting Agreement (Aligos Therapeutics, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 12 contracts
Samples: Underwriting Agreement (Oshkosh Corp), Underwriting Agreement (Delta Air Lines, Inc.), Fidelity National Information Services, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its material subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 12 contracts
Samples: Underwriting Agreement (Navient Corp), Navient Corp, Navient Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as a foreign entities entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 10 contracts
Samples: Underwriting Agreement (Verve Therapeutics, Inc.), Underwriting Agreement (Verve Therapeutics, Inc.), Underwriting Agreement (Verve Therapeutics, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 10 contracts
Samples: Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Carpenter Technology Corp)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 10 contracts
Samples: Underwriting Agreement (Sotera Health Co), Underwriting Agreement (Sotera Health Co), Purchase Agreement (Lci Industries)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 10 contracts
Samples: Paying Agency Agreement (Expedia, Inc.), Underwriting Agreement (Hotels.com GP, LLC), Expedia, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 9 contracts
Samples: Brunswick Corp, Underwriting Agreement (Ralph Lauren Corp), Brunswick Corp
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 8 contracts
Samples: Allegheny Technologies Inc, Underwriting Agreement (Avalonbay Communities Inc), Qiwi
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its domestic significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 8 contracts
Samples: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.), Avery Dennison Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 8 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Eagle Materials Inc
Good Standing. The Representatives shall have received on and as of the such Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as a foreign entities entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 8 contracts
Samples: Underwriting Agreement (G1 Therapeutics, Inc.), Underwriting Agreement (Maxcyte, Inc.), Underwriting Agreement (Alpha Teknova, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Evolent Health in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 8 contracts
Samples: Evolent Health, Inc., Evolent Health, Inc., Evolent Health, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 7 contracts
Samples: Underwriting Agreement (Edgewise Therapeutics, Inc.), Underwriting Agreement (Edgewise Therapeutics, Inc.), Underwriting Agreement (Berkeley Lights, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 7 contracts
Samples: Underwriting Agreement (Cabaletta Bio, Inc.), Annexon, Inc., Crinetics Pharmaceuticals, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing (or its jurisdictional equivalent) of the Company and its subsidiaries Material Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as such entities are qualified to conduct business in and the Representatives may reasonably request, in each case case, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 6 contracts
Samples: Sunnova Energy International Inc., Sunnova Energy International Inc., Sunnova Energy International Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of each of the Company Transaction Entities and its their significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 6 contracts
Samples: ESH Hospitality, Inc., ESH Hospitality, Inc., ESH Hospitality, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, (i) satisfactory evidence of the good standing of the Company and its subsidiaries the Bank in their respective jurisdictions of organization and (ii) their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case of clauses (i) and (ii) in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 6 contracts
Samples: Underwriting Agreement (SVB Financial Group), Underwriting Agreement (SVB Financial Group), Underwriting Agreement (SVB Financial Group)
Good Standing. The Representatives shall have received on and as of the such Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 6 contracts
Samples: Underwriting Agreement (Cabaletta Bio, Inc.), Underwriting Agreement (Atreca, Inc.), Underwriting Agreement (Biolife Solutions Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries subsidiary in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Atea Pharmaceuticals, Inc., Underwriting Agreement (Sage Therapeutics, Inc.), Letter Agreement (Q2 Holdings, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of incorporation and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Eastman Chemical Co, Eastman Chemical Co, Eastman Chemical Co
Good Standing. The Representatives shall have received received, on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of each of the Company and the Guarantor in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 5 contracts
Samples: Underwriting Agreement (Jasper Therapeutics, Inc.), Underwriting Agreement (Ikena Oncology, Inc.), Underwriting Agreement (Protara Therapeutics, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Operating Partnership in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Underwriting Agreement (Piedmont Office Realty Trust, Inc.), Piedmont Office Realty Trust, Inc., Piedmont Office Realty Trust, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional such Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 5 contracts
Samples: Underwriting Agreement (Aura Biosciences, Inc.), Underwriting Agreement (Aura Biosciences, Inc.), Underwriting Agreement (Aura Biosciences, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 5 contracts
Samples: Penn Virginia Corp, Penn Virginia Corp, Schawk Inc
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: TPG Specialty Lending, Inc., TPG Specialty Lending, Inc., TPG Specialty Lending, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Underwriting Agreement (Concho Resources Inc), Trinity Industries Inc, Amerisourcebergen Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its material subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Super Micro Computer, Inc., Underwriting Agreement (Zai Lab LTD), Zai Lab LTD
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Pike Electric CORP, M I Homes Inc, Navistar International Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing as a foreign entities entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Underwriting Agreement (Guidewire Software, Inc.), Underwriting Agreement (Guidewire Software, Inc.), Clearside Biomedical, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the an Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Bluebird Bio, Inc., Bluebird Bio, Inc., Bluebird Bio, Inc.
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its U.S. subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 5 contracts
Samples: Execution Version (Alnylam Pharmaceuticals, Inc.), Alnylam Pharmaceuticals, Inc., OvaScience, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Guarantors, in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Medtronic PLC), Underwriting Agreement (Medtronic PLC), Underwriting Agreement (Medtronic PLC)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Execution Version (Amkor Technology, Inc.), Underwriting Agreement (AssetMark Financial Holdings, Inc.), Cowen and Company (Orchard Rx LTD)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Blue Owl Capital Corp, Administration Agreement (Owl Rock Capital Corp II), Owl Rock Technology Finance Corp.
Good Standing. The Representatives shall have received on and as of the such Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions of organization and their its good standing as a foreign entities entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Kura Oncology, Inc.), Underwriting Agreement (Kura Oncology, Inc.), Underwriting Agreement (Kura Oncology, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Phreesia, Inc.), Underwriting Agreement (Phreesia, Inc.), Phreesia, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Nymex Holdings Inc), Affymetrix Inc, Nymex Holdings Inc
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing (where legally relevant) of the Company, Valcon Acquisition B.V. and The Xxxxxxx Company and its subsidiaries B.V. in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: www.sec.gov, Nielsen Holdings N.V., Nielsen Holdings B.V.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of (i) the good standing of the Company and its subsidiaries the Significant Subsidiaries in their respective jurisdictions of organization and their (ii) the good standing of the Company and the Operating Partnership as foreign entities in such other jurisdictions as the Representatives may reasonably requestshown opposite their name on Schedule 2 hereto, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (Medical Properties Trust Inc), Underwriting Agreement (MPT Operating Partnership, L.P.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiary in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictionsjurisdictions and to the extent applicable in each jurisdiction.
Appears in 4 contracts
Samples: Underwriting Agreement (CyberArk Software Ltd.), Underwriting Agreement (CyberArk Software Ltd.), Underwriting Agreement (CyberArk Software Ltd.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and each of its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Broadridge Financial Solutions, Inc., Underwriting Agreement (Broadridge Financial Solutions, Inc.), Broadridge Financial Solutions, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably requestorganization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (HBT Financial, Inc.), Ollie's Bargain Outlet Holdings, Inc., Ollie's Bargain Outlet Holdings, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its U.S. subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Alnylam Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc., TriVascular Technologies, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries (to the extent such concept is relevant in their respective jurisdictions of organization) in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Rockwell Collins Inc), Underwriting Agreement (Rockwell Collins Inc), Underwriting Agreement (Rockwell Collins Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the any Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Rights Agreement (CalAtlantic Group, Inc.), Laredo Petroleum (Laredo Petroleum Holdings, Inc.), Nevro Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Designated Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (TJX Companies Inc /De/), Endurance Specialty Holdings LTD
Good Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing or the Additional Closing Datevalid corporate existence, as the case may be, satisfactory evidence of the good standing of the Company and each of its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably requestorganization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Hubbell Inc, Hubbell Inc, Hubbell Inc
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (ZS Pharma, Inc.), Underwriting Agreement (ZS Pharma, Inc.), Underwriting Agreement (ZS Pharma, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictionsjurisdictions and only to the extent applicable in such jurisdiction.
Appears in 4 contracts
Samples: Underwriting Agreement (Ormat Technologies, Inc.), Underwriting Agreement (Ormat Technologies, Inc.), Letter Agreement (Varonis Systems Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Significant Subsidiary listed in Schedule 3 to this Agreement in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Kennametal Inc, Kennametal Inc, Kennametal Inc
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing (or the jurisdictional equivalent) of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing (or the jurisdictional equivalent) as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Xactly Corp), Underwriting Agreement (Trinet Group Inc), Underwriting Agreement (Trinet Group Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their good standing as foreign entities in such other jurisdictions as foreign entities as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Oric Pharmaceuticals, Inc., Oric Pharmaceuticals, Inc., Oyster Point Pharma, Inc.
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Administration Agreement (Sixth Street Specialty Lending, Inc.), Administration Agreement (Sixth Street Specialty Lending, Inc.), Administration Agreement (Sixth Street Specialty Lending, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing (or jurisdictional equivalent) of the Company and its significant subsidiaries organized in the United States, in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably requestorganization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Waystar Holding Corp.), Waystar Holding Corp., Waystar Holding Corp.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of (i) the good standing of the Company and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) in their respective jurisdictions of organization and their (ii) the good standing of the Company and the Operating Partnership as foreign entities in such other jurisdictions as the Representatives may reasonably requestshown opposite their name on Schedule 2 hereto, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (MPT Operating Partnership, L.P.)
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of each of the Company and Parties in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Kimbell Tiger Acquisition Corp), Underwriting Agreement (Kimbell Tiger Acquisition Corp), Underwriting Agreement (Kimbell Tiger Acquisition Corp)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its domestic significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Chart Industries Inc), Lehman (GTCR Fund Vii Lp), American Axle & Manufacturing Holdings Inc
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Subsidiaries that are corporations or limited liability companies in their respective jurisdictions of organization organization, of the existence of the Subsidiaries that are limited partnerships and their good standing as foreign entities (where applicable) in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: Underwriting Agreement (Quicksilver Resources Inc), Underwriting Agreement (Quicksilver Resources Inc), Underwriting Agreement (Quicksilver Resources Inc)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries the Principal Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: First American Financial Corp, First American Financial Corp, First American Financial Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and and, if reasonably requested by the Representatives, its subsidiaries Subsidiaries, in its or their respective jurisdictions of organization and their the Company’s good standing as a foreign entities entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 4 contracts
Samples: La Quinta Holdings Inc., La Quinta Holdings Inc., La Quinta Holdings Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing standing, as applicable, of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: ChemoCentryx, Inc., Underwriting Agreement (ChemoCentryx, Inc.), ChemoCentryx, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing standing, where such concept is applicable, of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Letter Agreement (SodaStream International Ltd.), Letter Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the each Additional Closing Date, as the case may be, satisfactory evidence of the good standing (or its jurisdictional equivalent) of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (Athenex, Inc.), Underwriting Agreement (Athenex, Inc.), Underwriting Agreement (Athenex, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their respective good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (Dyne Therapeutics, Inc.), Underwriting Agreement (Dyne Therapeutics, Inc.), Underwriting Agreement (Dyne Therapeutics, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company Company, the Guarantors and its certain of their respective subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Microchip Technology Inc, Microchip Technology Inc, Microchip Technology Inc
Good Standing. The Representatives shall have received on and or prior to (as of reasonably agreed to by counsel to the Underwriters) the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and in its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (Jack Creek Investment Corp.), Underwriting Agreement (ScION Tech Growth I), ScION Tech Growth I
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication telecommunication, from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Brunswick Corp, Brunswick Corp, Brunswick Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries subsidiary in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Relay Therapeutics, Inc., Mersana Therapeutics, Inc., Mersana Therapeutics, Inc.
Good Standing. The Representatives shall have received on and as of the such Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Albireo Limited in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (Albireo Pharma, Inc.), Underwriting Agreement (Albireo Pharma, Inc.), Underwriting Agreement (Albireo Pharma, Inc.)
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Datesuch Date of Delivery, as the case may beapplicable, satisfactory evidence of the good standing of the Company and its subsidiaries Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably requestrequest in which their respective ownership or lease of property or the conduct of their respective businesses requires qualification to do business as a foreign entity, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Lock Up Agreement (Black Knight, Inc.), Black Knight Financial Services, Inc., Fidelity National Financial, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing (where such designation is applicable) of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing (where such designation is applicable) as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Presidio, Inc., Presidio, Inc., Presidio, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably requestorganization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (ProFrac Holding Corp.), Underwriting Agreement (Krispy Kreme, Inc.), Ocwen Financial Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and each of its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Q2 Holdings, Inc., Letter Agreement (Q2 Holdings, Inc.), Q2 Holdings, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities qualification to do business in such other jurisdictions in which the Company’s or any of its subsidiaries’ ownership or lease of property or the conduct of its business requires such qualification, as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Quanterix Corp, Quanterix Corp, Quanterix Corp
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries (in the form of a good standing certificate dated no more than one business day prior to the applicable Closing Date) in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities Governmental Authorities of such jurisdictions.
Appears in 3 contracts
Samples: Cell Genesys Inc, Genomic Health Inc, Genomic Health Inc
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictionsjurisdictions and to the extent the concept of good standing or an equivalent concept is applicable in such jurisdiction.
Appears in 3 contracts
Samples: Underwriting Agreement (CS Disco, Inc.), Underwriting Agreement (Similarweb Ltd.), CS Disco, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions jurisdiction of organization and their its good standing as a foreign entities entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (Esperion Therapeutics, Inc.), Underwriting Agreement (Esperion Therapeutics, Inc.), Underwriting Agreement (Esperion Therapeutics, Inc.)
Good Standing. The Representatives shall have received on and the Closing Date satisfactory evidence as of the Closing Date or a date prior to the Additional Closing Date, as Date that is reasonably acceptable to the case may be, satisfactory evidence Representatives of the good standing of the Company and its subsidiaries Material Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (Walgreen Co), Walgreen Co, Walgreen Co
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of each of the Company Transaction Entities and its their significant subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (ESH Hospitality LLC), ESH Hospitality, Inc., ESH Hospitality, Inc.
Good Standing. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Rights Agreement (Navistar International Corp), Rights Agreement (Navistar International Corp), Biomimetic Therapeutics, Inc.
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company Company, each domestic Guarantor and its subsidiaries domestic Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other domestic jurisdictions as the Representatives may reasonably requestrequest (to the extent such concept is relevant in their respective jurisdictions of organization or such other jurisdictions), in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Appears in 3 contracts
Samples: Underwriting Agreement (Meritor Inc), Underwriting Agreement (Meritor Inc), Underwriting Agreement (Arvinmeritor Inc)