Common use of Selling Shareholder’s Certificate Clause in Contracts

Selling Shareholder’s Certificate. At Closing Time, the Representatives shall have received a certificate of each Selling Shareholder (which may be executed on behalf of each Selling Shareholder by the general partner or a duly authorized executive officer of such Selling Shareholder or by such Selling Shareholder's Attorney-in-Fact), dated as of Closing Time, to the effect that (i) the representations and warranties of such Selling Shareholder contained in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Time.

Appears in 2 contracts

Samples: Purchase Agreement (Rayovac Corp), Purchase Agreement (Rayovac Corp)

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Selling Shareholder’s Certificate. At Closing Time, the Representatives Lead Managers shall have received a certificate of each Selling Shareholder (which may be executed on behalf of each Selling Shareholder by the general partner or a duly authorized executive officer of such Selling Shareholder or by such Selling Shareholder's Attorney-in-Fact), dated as of Closing Time, to the effect that (i) the representations and warranties of such Selling Shareholder contained in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Time.

Appears in 1 contract

Samples: International Purchase Agreement (Rayovac Corp)

Selling Shareholder’s Certificate. At Closing Time, the Representatives Lead Managers shall have received a certificate of each Selling Shareholder (which may be executed on behalf of each Selling Shareholder by the general partner or a duly authorized executive officer of such Selling Shareholder or by such Selling Shareholder's Attorney-in-Fact), dated as of Closing Time, to the effect that (i) the representations and warranties of each such Selling Shareholder contained in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) each such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Time; provided that such Selling Shareholder certificate may provide that such certificate shall be of no force or effect in the event that no Option Shares are purchased from the Selling Shareholders hereunder.

Appears in 1 contract

Samples: International Purchase Agreement (Rayovac Corp)

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Selling Shareholder’s Certificate. At Closing Time, the Representatives shall have received a certificate of each Selling Shareholder (which may be executed on behalf of each Selling Shareholder by the general partner or a duly authorized executive officer of such Selling Shareholder or by such Selling Shareholder's Attorney-in-Fact), dated as of Closing Time, to the effect that (i) the representations and warranties of such Selling Shareholder contained in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Time; provided that such Selling Shareholder certificate may provide that such certificate shall be of no force or effect in the event that no Option Shares are purchased from the Selling Shareholders hereunder.

Appears in 1 contract

Samples: Rayovac Corp

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