Common use of No Material Adverse Effect; Officers’ Certificate Clause in Contracts

No Material Adverse Effect; Officers’ Certificate. At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Disclosure Package and the Final Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) a Material Adverse Effect, and, on the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of the Closing Date, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to their knowledge, are threatened by the Commission.

No Material Adverse Effect; Officers’ Certificate. At the Closing DateTime, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Final Prospectus (exclusive of Prospectus, any amendments or supplements thereto subsequent to the date of this Agreement) change resulting in a Material Adverse Effect, and, on the Closing Date, and the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice the President of the Company and of the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing DateTime, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective such Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in the case of representations and warranties which are qualified to materiality, and true and correct in all material respects with respects, in the same force case of representations and effect as though expressly made at and as of the Closing Datewarranties that are not so qualified, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions herein on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, are threatened by the Commissioncontemplated.

No Material Adverse Effect; Officers’ Certificate. At the Closing DateTime, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Final Prospectus (exclusive of Prospectus, any amendments or supplements thereto subsequent to the date of this Agreement) change resulting in a Material Adverse Effect, and, on and the Closing Date, the Representatives Representative shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice the President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of the Closing DateTime, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective such Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing DateTime, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions herein on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, are threatened by the Commissioncontemplated.

No Material Adverse Effect; Officers’ Certificate. At the Closing DateTime, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Final Prospectus (exclusive of Prospectus, any amendments or supplements thereto subsequent to the date of this Agreement) change resulting in a Material Adverse Effect, and, on the Closing Date, and the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice the President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of the Closing DateTime, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective such Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing DateTime, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions herein on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, are threatened by the Commissioncontemplated.

No Material Adverse Effect; Officers’ Certificate. At the Closing DateTime, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Final Prospectus (exclusive of Prospectus, any amendments or supplements thereto subsequent to the date of this Agreement) change resulting in a Material Adverse Effect, and, on and the Closing Date, the Representatives Representative shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice the President of the Company and of the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing DateTime, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective such Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in the case of representations and warranties which are qualified as to materiality, and true and correct in all material respects with respects, in the same force case of representations and effect as though expressly made at and as of the Closing Datewarranties that are not so qualified, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions herein on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, are threatened by the Commissioncontemplated.

No Material Adverse Effect; Officers’ Certificate. At the Closing DateTime, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Final Prospectus (exclusive of Prospectus, any amendments or supplements thereto subsequent to the date of this Agreement) change resulting in a Material Adverse Effect, and, on the Closing Date, and the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice the President of the Company and of the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing DateTime, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective such Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in the case of representations and warranties which are qualified as to materiality, and true and correct in all material respects with respects, in the same force case of representations and effect as though expressly made at and as of the Closing Datewarranties that are not so qualified, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions herein on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, are threatened by the Commissioncontemplated.

No Material Adverse Effect; Officers’ Certificate. At the Closing DateTime, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Final Prospectus (exclusive of Prospectus, any amendments or supplements thereto subsequent to the date of this Agreement) change resulting in a Material Adverse Effect, and, on and the Closing Date, the Representatives Placement Agent shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice the President of the Company and of the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing DateTime, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective such Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing DateTime, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions herein on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their its knowledge, are threatened by the Commissioncontemplated.

No Material Adverse Effect; Officers’ Certificate. At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Disclosure Package and the Final Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) a Material Adverse Effect, and, on the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of the Closing Date, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to their knowledge, are threatened by the Commission.