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Contract analysis / officers-certificate-ceo-cfo-execution.docx
officers-certificate-ceo-cfo-execution.docx
1033-00002 · 10 clauses
High · 0 Medium · 3 Standard · 2
Section 1. Authority and Capacity
Section 1. Authority and Capacity Each of the undersigned hereby certifies that he or she holds the office set forth below his or her name on the signature page to this Certificate and is duly authorized to execute and deliver this Officer's Certificate on behalf of the Company. The authority of each of the undersigned to execute and deliver this Certificate derives from the resolutions of the Board of Directors of t
Section 2. Representations and Warranties Medium
⚑ Notice / time limit to track
Section 2. Representations and Warranties Each of the undersigned hereby certifies that each of the representations and warranties of the Company set forth in Section 1 of the Underwriting Agreement is true and correct in all material respects as of the date of the Underwriting Agreement (October 28, 2025) and as of the Closing Date (October 31, 2025), with the same force and effect as though expressly made on and as
Section 3. Compliance with Covenants
Section 3. Compliance with Covenants Each of the undersigned hereby certifies that the Company has performed and complied with, in all material respects, all covenants, agreements, obligations, and conditions required by the Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date. Without limiting the generality of the foregoing, each of the undersigned specifically conf
Section 4. Absence of Material Adverse Change
Section 4. Absence of Material Adverse Change Each of the undersigned hereby certifies that, since the date of the most recent financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus (being the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Form 10-K/A
Section 5. Absence of Certain Proceedings
Section 5. Absence of Certain Proceedings Each of the undersigned hereby certifies as follows: (a) There are no pending legal or governmental proceedings, actions, suits, investigations, or claims against or affecting the Company or any of its subsidiaries, or any of their respective properties, officers, or directors (in their capacities as such), that (i) are required to be disclosed in the Registration Statement o
Section 6. Use of Proceeds Standard
⚑ Commercial term
Section 6. Use of Proceeds Each of the undersigned hereby certifies that the Company intends to apply the net proceeds from the Offering substantially as described in the Prospectus Supplement under the heading "Use of Proceeds." The gross proceeds from the sale of the Firm Shares are expected to be approximately $180,000,000 (based on the public offering price of $27.45 per share and the sale of 6,557,377 Firm Share
Section 7. Lock-Up Compliance
Section 7. Lock-Up Compliance Each of the undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry: (a) Each person required to execute a lock-up agreement pursuant to Section 6(a) of the Underwriting Agreement has duly executed and delivered such lock-up agreement to the Representatives, and copies of all such executed lock-up agreements have been delivered or made available to the Re
Section 8. Satisfaction of Conditions to Closing Medium
⚑ Notice / time limit to track
Section 8. Satisfaction of Conditions to Closing Each of the undersigned hereby certifies that all conditions to the obligations of the Company under Section 7 of the Underwriting Agreement that are required to be satisfied at or prior to the Closing Date have been duly satisfied. Without limiting the generality of the foregoing, each of the undersigned confirms that the following deliverables and conditions have bee
Section 9. Board and Pricing Committee Authorization Standard
⚑ Commercial term
Section 9. Board and Pricing Committee Authorization Each of the undersigned hereby certifies as follows: (a) The Board of Directors of the Company, at a meeting duly called and held on September 30, 2025, at which a quorum was present and acted throughout, duly adopted resolutions (the "Board Resolutions") authorizing the Offering, including the issuance and sale of up to 8,000,000 shares of common stock at a price
Section 10. Additional Certifications Medium
⚑ Notice / time limit to track
Section 10. Additional Certifications Each of the undersigned further certifies as follows: (a) Exchange Act Reporting. The Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it under the Exchange Act during the twelve (12) months preceding the date hereof (or such shorter period as the Company was required to file such reports, schedules, forms, statements, and o