Common use of Secretary’s Certificate Clause in Contracts

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary a director or an officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Amended and Restated Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws M&A is true and complete, has not been amended or modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company modified or its counsel and the Commissionrescinded; and (iviii) as to the incumbency of the officers of the CompanyCompany who have signed the certificates set forth in Section 4.4.1. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the Memorandum and Articles of Association of the Charter and Bylaws Company filed as an exhibit to the Registration Statement is true and complete, has not been modified and is in full force and effect; (ii) that the board resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws Incorporation is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the second amended and restated certificate of incorporation or the bylaws of the Charter and Bylaws is Company filed as an exhibit to the Registration Statement are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from the State of Delaware. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the New York Stock Exchange and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the amended and restated certificate of incorporation of the Charter and Bylaws is Company filed as an exhibit to the Registration Statement are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or another authorized officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) the Pricing Committee of the Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, or such corporate officer equivalent, dated as of the Closing Date or the as of such Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Governing Documents are true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At As of each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, signed by the Secretary or Assistant Secretary of the Company, respectively, certifying: (i) that each the Amended and Restated Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all written correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; modified or rescinded, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or the Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) the Pricing Committee of the Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the Memorandum and Articles of the Charter and Bylaws is Association are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary Chief Executive Officer of the Company, or any similar or equivalent officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the amended and restated memorandum and articles of association of the Charter and Bylaws is Company filed as an exhibit to the Registration Statement are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the Memorandum and Articles of Association of the Charter and Bylaws Company filed as an exhibit to the Registration Statement is true and complete, has not been modified and is in full force and effect; (ii) that the board resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate and a good standing certificate for the Company shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and the Company’s Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Memorandum and Articles of Association, as amended of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the CompanyCompany (or any person fulfilling an equivalent role), dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Memorandum and Articles of the Charter and Bylaws is Association are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the amended and restated certificate of incorporation of the Charter and Bylaws is Company filed as an exhibit to the Registration Statement are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Company bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Governing Documents is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date Date, and the Option Closing Date, if any, the Representative Underwriters shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectively, certifying: (i) that each the Certificate of Incorporation and Bylaws of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering and the Private Placement contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and or any pricing committee thereof) thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary a director or an officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the any Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or the Chief Financial Officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectively, certifying: (i) that each the Certificate of Incorporation and Bylaws of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering and the Private Placement contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter Incorporation and Bylaws is bylaws are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the public Offering contemplated by this Agreement are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Memorandum and Articles of the Charter and Bylaws is Association are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option any Additional Closing Date, if any, the Representative shall have received a certificate (as Exhibit F) of the Company signed by the Secretary of the Company, dated the Closing Date or and any Additional Closing Date (if such date is other than the Option Closing Date, as the case may be, respectively), certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness good standing of all correspondence between the Company or its counsel and the CommissionCompany; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Amended and Restated Certificate of Incorporation and Bylaws of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary a director or an officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Memorandum and Articles of Association, as amended of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NASDAQ and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) the good standing and foreign qualification of the Company, (iii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iiiiv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws Company’s organizational documents is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board board of Directors (and any pricing committee thereof) directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, or such corporate officer equivalent, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the By-laws and Amended and Restated Articles of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (Directors, and any pricing committee thereof) , relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, or such corporate officer equivalent, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Charter Documents of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, as set forth in Exhibit F attached hereto, certifying: (i) that each the certificate of the Charter and Bylaws incorporation is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Second Amended and Restated Certificate of Incorporation and Bylaws of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the board resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Managing Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws Incorporation is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Charter Documents of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and the Company’s Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Certificate of Incorporation, as amended of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the at any Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary (or the Chief Financial Officer in lieu of the Secretary) of the Company, dated the Closing Date or and the applicable Option Closing Date, as the case may be, respectively, certifying: (i) that each the Company’s Amended and Restated Memorandum and Articles of the Charter and Bylaws is Association are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the any Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary Chief Financial Officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter second amended and Bylaws restated M&A is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each the Amended and Restated Memorandum and Articles of Association of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, substantially in the form required by Exhibit F attached hereto, certifying: (i) that each of the Charter and Bylaws is true and completecorrect, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriters shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company, and (iv) the good standing certificates of the Company and each of its Subsidiaries. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws of the Company and each Subsidiary is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and the Company’s Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Articles of the Charter and Bylaws is Incorporation are true and complete, has have not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingas set forth in Exhibit E attached hereto, certifying that: (i) that each the certificate of the Charter and Bylaws incorporation is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingas set forth in Exhibit F attached hereto, certifying that: (i) that each the certificate of the Charter and Bylaws incorporation is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary, Assistant Secretary or another officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying, among other things: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and or any pricing committee thereof) thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel agents and the CommissionCommission for the past five years; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission;; and (iviii) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriters shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each the Bylaws and Amended and Restated Certificate of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all written correspondence between the Company or its counsel and the Commission; , and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the By-Laws and Articles of Incorporation of the Charter and Bylaws is Company are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board board of Directors (and any pricing committee thereof) directors of the Company relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Governing Documents are true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and the Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or the Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors (and any pricing committee thereof) the Pricing Committee of the Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws is Incorporation are true and complete, has have not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the CompanyCompany (or any person fulfilling an equivalent role), dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each the amended and restated memorandum and articles of association of the Charter and Bylaws is Company filed as exhibits to the Registration Statement are true and complete, has not been modified and is in full force and effect; (ii) that the board resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate and a good standing certificate for the Company shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary Chairman of the Board of Directors of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws is Incorporation are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.