Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that: (i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 152 contracts
Sources: Underwriting Agreement (Telix Pharmaceuticals LTD), Underwriting Agreement (Spyre Therapeutics, Inc.), Underwriting Agreement (SpyGlass Pharma, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any been no Material Adverse ChangeEffect;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 55 contracts
Sources: Underwriting Agreement (Irenic Acquisition Corp.), Underwriting Agreement (Irenic Acquisition Corp.), Underwriting Agreement (Perceptive Capital Solutions Corp)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 49 contracts
Sources: Underwriting Agreement (Gyre Therapeutics, Inc.), Underwriting Agreement (Liquidia Corp), Underwriting Agreement (Cidara Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 32 contracts
Sources: Underwriting Agreement (Exyn Technologies, Inc.), Underwriting Agreement (Elmet Group Co.), Underwriting Agreement (Elmet Group Co.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 32 contracts
Sources: Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Research Alliance Corp. II)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 24 contracts
Sources: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Nektar Therapeutics)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 18 contracts
Sources: Underwriting Agreement (Avalo Therapeutics, Inc.), Underwriting Agreement (Nektar Therapeutics), Underwriting Agreement (Scilex Holding Co)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 17 contracts
Sources: Underwriting Agreement (Celcuity Inc.), Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Underwriting Agreement (Celcuity Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any been no Material Adverse ChangeEffect;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 15 contracts
Sources: Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 13 contracts
Sources: Underwriting Agreement (Fennec Pharmaceuticals Inc.), Underwriting Agreement (Zevra Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 12 contracts
Sources: Underwriting Agreement (Artiva Biotherapeutics, Inc.), Underwriting Agreement (Alx Oncology Holdings Inc), Underwriting Agreement (Relmada Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 12 contracts
Sources: Underwriting Agreement (Omega Alpha SPAC), Underwriting Agreement (Omega Alpha SPAC), Underwriting Agreement (Live Oak Acquisition Corp II)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 9 contracts
Sources: Underwriting Agreement (Nuvation Bio Inc.), Underwriting Agreement (Viridian Therapeutics, Inc.\DE), Underwriting Agreement (Viridian Therapeutics, Inc.\DE)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 9 contracts
Sources: Underwriting Agreement (Rezolute, Inc.), Underwriting Agreement (RadNet, Inc.), Underwriting Agreement (Corvus Pharmaceuticals, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 8 contracts
Sources: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 8 contracts
Sources: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 7 contracts
Sources: Underwriting Agreement (Americas Carmart Inc), Underwriting Agreement (Dorian LPG Ltd.), Underwriting Agreement (Rezolute, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(b)(iii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 7 contracts
Sources: Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.), Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 7 contracts
Sources: Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 7 contracts
Sources: Underwriting Agreement (Addus HomeCare Corp), Underwriting Agreement (Rada Electronic Industries LTD), Underwriting Agreement (Addus HomeCare Corp)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate certificate, on behalf of the Company, executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 6 contracts
Sources: Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Affimed N.V.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 6 contracts
Sources: Underwriting Agreement (Abeona Therapeutics Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Polarityte, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 6 contracts
Sources: Underwriting Agreement (Holley Inc.), Underwriting Agreement (NewAmsterdam Pharma Co N.V.), Underwriting Agreement (Holley Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or and President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company and the Operating Partnership set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has and the Operating Partnership have complied with all the agreements hereunder and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to such date.
Appears in 6 contracts
Sources: Underwriting Agreement (National Storage Affiliates Trust), Underwriting Agreement (National Storage Affiliates Trust), Underwriting Agreement (National Storage Affiliates Trust)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 6 contracts
Sources: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (La Jolla Pharmaceutical Co), Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate certificate, on behalf of the Company, executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii8(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied complied, in all material respects, with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 6 contracts
Sources: Underwriting Agreement (Auris Medical Holding Ltd.), Underwriting Agreement (Auris Medical Holding Ltd.), Underwriting Agreement (Auris Medical Holding Ltd.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or the President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 5 contracts
Sources: Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger III Corp)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, Date the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 5 contracts
Sources: Underwriting Agreement (Phio Pharmaceuticals Corp.), Underwriting Agreement (Phio Pharmaceuticals Corp.), Underwriting Agreement (Opgen Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Principal Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 5 contracts
Sources: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Wave Life Sciences Ltd.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 4 contracts
Sources: Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp), Underwriting Agreement (Exact Sciences Corp)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
and (iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 4 contracts
Sources: Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section Section 6(b)(ii) hereof and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 4 contracts
Sources: Underwriting Agreement (Praxis Precision Medicines, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)
Officer’s Certificate. On each of the First Closing Date and each the Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 4 contracts
Sources: Underwriting Agreement (Evofem Biosciences, Inc.), Underwriting Agreement (Evofem Biosciences, Inc.), Underwriting Agreement (Evofem Biosciences, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii7(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 4 contracts
Sources: Underwriting Agreement (Jade Biosciences, Inc.), Underwriting Agreement (Dianthus Therapeutics, Inc. /DE/), Underwriting Agreement (enGene Holdings Inc.)
Officer’s Certificate. On each of the First Closing Date and each the Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President Chairman of the Company Executive Board and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Nanobiotix S.A.), Underwriting Agreement (Nanobiotix S.A.), Underwriting Agreement (Nanobiotix S.A.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (VBI Vaccines Inc/Bc), Underwriting Agreement (VBI Vaccines Inc/Bc), Underwriting Agreement (VBI Vaccines Inc/Bc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied in all material respects with all the agreements hereunder and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Dicerna Pharmaceuticals Inc), Underwriting Agreement (Dicerna Pharmaceuticals Inc), Underwriting Agreement (Dicerna Pharmaceuticals Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, solely in their respective capacities as such, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied in all material respects with all the agreements hereunder and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals LTD)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Principal Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Axovant Gene Therapies Ltd.), Underwriting Agreement (Axovant Sciences Ltd.), Underwriting Agreement (Axovant Sciences Ltd.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Bio-Path Holdings Inc), Underwriting Agreement (RXi Pharmaceuticals Corp), Underwriting Agreement (InspireMD, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President, Finance, of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Five Prime Therapeutics Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed on behalf of the Company by the Chief Executive Officer chief executive officer or President president of the Company and the Chief Financial Officer chief financial officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriter shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Ruths Hospitality Group, Inc.), Underwriting Agreement (Papa Murphy's Holdings, Inc.), Underwriting Agreement (Hain Celestial Group Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct in all material respects with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied in all material respects with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Fiesta Restaurant Group, Inc.), Underwriting Agreement (Fiesta Restaurant Group, Inc.), Underwriting Agreement (Jefferies Capital Partners Iv Lp)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) hereof and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any been no Material Adverse ChangeEffect;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 3 contracts
Sources: Underwriting Agreement (Genesis Park Acquisition Corp.), Underwriting Agreement (Genesis Park Acquisition Corp.), Underwriting Agreement (Genesis Park Acquisition Corp.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chairman of the Board or the Chief Executive Officer or a Senior Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such dateClosing Date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeCommission;
(ii) the representations, representations and warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and
(iii) the Company has complied in all material respects with all the agreements hereunder and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such dateClosing Date.
Appears in 2 contracts
Sources: Underwriting Agreement (Broadcom Corp), Underwriting Agreement (Broadcom Corp)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by either of the Chief Executive Officer or President Co-Chairmen of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (LGL Systems Acquisition Corp.), Underwriting Agreement (LGL Systems Acquisition Corp.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Authentic Equity Acquisition Corp.), Underwriting Agreement (Authentic Equity Acquisition Corp.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii7 (b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Apogee Therapeutics, Inc.), Underwriting Agreement (Apogee Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Senior Vice President, Finance of the Company, on behalf of the Company and not in their individual capacities, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (scPharmaceuticals Inc.), Underwriting Agreement (scPharmaceuticals Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (AdaptHealth Corp.), Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Jefferson Capital, Inc. / DE), Underwriting Agreement (Jefferson Capital, Inc. / DE)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Underwriters shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (NeuroDerm Ltd.), Underwriting Agreement (NeuroDerm Ltd.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Landcadia Holdings, Inc.), Underwriting Agreement (Landcadia Holdings, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Principle Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Wave Life Sciences Pte LTD)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Accounting Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Rare Earths Americas, Inc.), Underwriting Agreement (Rare Earths Americas, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such dateClosing Date, to the effect set forth in subsection (b)(ii) of this Section 6(b)(ii) 6 and further to the effect that:
(i) for For the period from and including the date of this Agreement through and including such dateClosing Date, there has not occurred any Material Adverse Change;
(ii) the The representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and
(iii) the The Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such dateClosing Date.
Appears in 2 contracts
Sources: Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Ziopharm Oncology Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such datedate and signed on behalf of the Company, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Savara Inc), Underwriting Agreement (Savara Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any change or any development that could reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Sol-Gel Technologies Ltd.), Underwriting Agreement (HC2 Holdings, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Initial Purchasers shall have received a written certificate executed by the Chief Executive Officer or President an officer of the Company and the Chief Financial Officer of the Company, dated as of such datethe Closing Date, to the effect set forth in subsection (b)(ii) of this Section 6(b)(ii) 5, and further to the effect thatthat to the best knowledge of such officer:
(i) for the period from and including after the date of this Agreement through and including such date, prior to the Closing Date there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such datethe Closing Date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such datethe Closing Date.
Appears in 2 contracts
Sources: Purchase Agreement (Qwest Corp), Purchase Agreement (Qwest Communications International Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the President and Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Veru Inc.), Underwriting Agreement (Veru Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) i. for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) . the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) . the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Zoe's Kitchen, Inc.), Underwriting Agreement (Zoe's Kitchen, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option the Second Closing Date, Date the Representatives shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such dateClosing Date, to the effect set forth in subsections (b)(ii) and (c) of this Section 6(b)(ii) 5, and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and
and (iiiii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such dateClosing Date.
Appears in 2 contracts
Sources: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President, Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Immune Design Corp.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (TCV v Lp), Underwriting Agreement (TechTarget Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 and Section 3 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.), Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Adma Biologics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Evofem Biosciences, Inc.), Underwriting Agreement (Evofem Biosciences, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 2 contracts
Sources: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6.A.(c)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, representations and warranties and covenants of the Company set forth in Section 1 1A of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President, Finance and Administration of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company and signed on behalf of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Sources: Underwriting Agreement (Opgen Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the President and Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Sources: Underwriting Agreement (Veru Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial & Administrative Officer of the Company, dated as of such datedate and signed on behalf of the Company, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Sources: Underwriting Agreement (Savara Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(d)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each the Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, on behalf of the Company and not in their individual capacities, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Co-Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii5(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any been no Material Adverse ChangeEffect;
(ii) the representations, warranties warranties, and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Sources: Underwriting Agreement (Tailwind Two Acquisition Corp.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) to the knowledge of such officer, the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Sources: Underwriting Agreement (OncoMed Pharmaceuticals Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(b) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Sources: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President of Finance and Controller of the Company, dated as of such datethe Closing Date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such datethe Closing Date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such datethe Closing Date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such datethe Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Threshold Pharmaceuticals Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer Vice President, Finance and Administration of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or Officer, President of the Company and or the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, solely in their respective capacities as such, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a certificate executed by the Chief Executive Financial Officer or President of the Company and the Chief Financial Legal Officer of the Companyand Corporate Secretary, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate certificate, on behalf of the Company, executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii8(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied complied, in all material respects, with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Principal Executive Officer or President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Accounting Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a written certificate executed by the Chief Executive Officer Officer, the President or any Vice President of the Company and the Chief Financial Officer or Treasurer of the Company, dated as of such datethe Closing Date, to the effect set forth in Section 6(b)(ii5(c)(ii) hereof, and further to the effect that:
(i) for the period from and including after the date of this Agreement through and including such date, prior to the Closing Date there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement hereof are true and correct with the same force and effect as though expressly made on at and as of such datethe Closing Date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such datethe Closing Date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer a principal financial or accounting officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse ChangeEffect;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Placement Agent shall have received a written certificate executed by the President and Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such datethe Closing Date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including after the date of this Agreement through and including such dateprior to the Closing Date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 1(A) of this Agreement and incorporated herein by reference from the Securities Purchase Agreement are true and correct with the same force and effect as though expressly made on and as of such dateClosing Date; and
(iii) the Company has performed, satisfied and complied with all the covenants, agreements hereunder and satisfied all the conditions on its part to be performed or satisfied required hereunder at or prior to such dateClosing Date.
Appears in 1 contract
Sources: Placement Agency Agreement (Ritter Pharmaceuticals Inc)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or and President of the Company and the Chief Principal Financial Officer of the Company, dated as of such date, to the effect set forth in Section Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract
Sources: Underwriting Agreement (Assembly Biosciences, Inc.)
Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii6(c)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
Appears in 1 contract