Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 12 contracts
Samples: Merger Agreement (Sciquest Inc), Merger Agreement (Imanage Inc), Merger Agreement (Interwoven Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parenteffect.
Appears in 6 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Captiva Software Corp), Merger Agreement (Emc Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Merger Agreement (Healthcare Com Corp), Merger Agreement (Nannaco Inc), Agreement and Plan of Reorganization (Dtomi Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Internap Network Services Corp), Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc)
Agreements and Covenants. Parent and Merger Sub Subsidiary shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or President and the Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Gtech Holdings Corp), Merger Agreement (Interlott Technologies Inc), Merger Agreement (Gt Bicycles Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or President and the Chief Financial Officer of Parent.;
Appears in 3 contracts
Samples: Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (New Stat Healthcare Inc), Merger Agreement (Registry Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Onsale Inc), Merger Agreement (Opentv Corp), Merger Agreement (Egghead Com Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or President and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (C Bridge Internet Solutions Inc), Merger Agreement (Constellation Brands Inc), Merger Agreement (Canandaigua B V)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Date and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied compiled in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Triangle Pharmaceuticals Inc), Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Medjet Inc), Merger Agreement (Visx Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parenteffect.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Emc Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Closing to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.; and
Appears in 2 contracts
Samples: Merger Agreement (Precis Smart Card Systems Inc), Merger Agreement (Aarow Environmental Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Initial Closing Date or the Closing Date, as the case may be; and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer chief executive officer and the chief financial officer of ParentParent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Intralase Corp)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and Effective Time. The Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of ParentParent as to the satisfaction of the condition in this Section 6.3(b).
Appears in 2 contracts
Samples: Merger Agreement (Central Vermont Public Service Corp), Merger Agreement (Central Vermont Public Service Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.. (c) MATERIAL ADVERSE EFFECT. No Material Adverse Effect with respect to Parent shall have occurred since the date of this Agreement. 6.3
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent, with respect to Parent and the President of Merger Sub, with respect to the Merger Sub.
Appears in 2 contracts
Samples: Merger Agreement (Moviefone Inc), Merger Agreement (America Online Inc)
Agreements and Covenants. The Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent by the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Parent.
Appears in 2 contracts
Samples: Merger Agreement (Energynorth Inc), Merger Agreement (Eastern Enterprises)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all each of the agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent and Merger Sub by each of the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, Effective Time; and the Company shall have received a certificate to such that effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.;
Appears in 1 contract
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement and, in the case of Parent, by the Related Agreement to be performed or complied with by them it on or prior to the Closing Date, ; and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp)
Agreements and Covenants. The Parent and the Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent by the Chief Executive Officer or Chief Financial Operating Officer of the Parent.
Appears in 1 contract
Samples: Merger Agreement (K2 Digital Inc)
Agreements and Covenants. Parent and each Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them Parent and/or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of each of Parent and Merger Sub by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parenteach of Parent and Merger Sub.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of a duly authorized officer of Parent by the Chief Executive Officer or Chief Financial Officer of Parentto that effect.
Appears in 1 contract
Samples: Business Combination Agreement (Rainbow Technologies Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to before the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent.. ***REORGANIZATION AGREEMENT*** -44-
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to -55- the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network General Corporation)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Senior Vice President, Chief Executive Operating Officer or and Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent Parent, NAH and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Merger Agreement (Digene Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Effective Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (TechAlt, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Effective Time to such effect signed on behalf of Parent by the Chief Executive Officer or President and Chief Financial Officer of Parent.; and
Appears in 1 contract
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement and the Related Agreements to which it is a party to be performed or complied with by them it on or prior to the Closing Date, ; and the Company and the Principal Shareholders shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)
Agreements and Covenants. Parent and Merger Sub shall have in all ------------------------ material respects performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Each of Sub and Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and . The Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of ParentParent to such effect.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, Effective Time; and Company Parent shall have received delivered to the Company a certificate to such effect that effect, dated the date of the Closing and signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parenta duly authorized officer.
Appears in 1 contract
Samples: Merger Agreement (Allaire Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such the foregoing effect signed on behalf of Parent by the Chief Executive Officer President or Chief Financial Officer of Parent.
(a) MATERIAL ADVERSE EFFECT. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect on Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of Parent and Merger Sub to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.Parent and the President or Vice President of Merger Sub;
Appears in 1 contract
Samples: Merger Agreement (Raychem Corp)
