Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (EnerSys), Merger Agreement (Allied Defense Group Inc), Merger Agreement (Pharsight Corp)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 15 contracts
Samples: Merger Agreement (Citizens Republic Bancorp, Inc.), Merger Agreement (Firstmerit Corp /Oh/), Merger Agreement (American Physicians Capital Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, Effective Time and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Company.to that effect;
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Lenco Mobile Inc.), Merger Agreement (Lenco Mobile Inc.), Merger Agreement (DemandTec, Inc.)
Agreements and Covenants. The Company 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 it at them on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 11 contracts
Samples: Merger Agreement (Synergy CHC Corp.), Merger Agreement (Synergy CHC Corp.), Merger Agreement (Mount Knowledge Holdings, Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to that effect.
Appears in 10 contracts
Samples: Merger Agreement (Tegal Corp /De/), Merger Agreement (Trubion Pharmaceuticals, Inc), Merger Agreement (Emergent BioSolutions Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 10 contracts
Samples: Merger Agreement (I Many Inc), Merger Agreement (Ariba Inc), Merger Agreement (Ariba Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the President or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 8 contracts
Samples: Consent and Voting Agreement and Plan of Merger (Nabors Industries Inc), Merger Agreement (Daou Systems Inc), Merger Agreement (Daou Systems Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to the foregoing effect.
Appears in 7 contracts
Samples: Merger Agreement (Pharmion Corp), Merger Agreement (Celgene Corp /De/), Merger Agreement (Watson Pharmaceuticals Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer and Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 7 contracts
Samples: Merger Agreement (Anchor Gaming), Merger Agreement (Venture Catalyst Inc), Merger Agreement (International Game Technology)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.
Appears in 7 contracts
Samples: Merger Agreement (HMT Technology Corp), Merger Agreement (Xcarenet Inc), Merger Agreement (Healthcare Com Corp)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, ; and Parent and Merger Sub shall have received a certificate to such effect signed on behalf by the chief executive officer and the chief financial officer of the Company by an authorized executive officer of the Company.to such effect;
Appears in 7 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Emc Corp), Merger Agreement (Legato Systems Inc)
Agreements and Covenants. The Company Acquiror Companies 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 it them at or prior to the Closing Date, and Parent and Merger Sub Closing. The Company shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of each of the CompanyAcquiror Companies, dated the Closing Date, to such effect.
Appears in 6 contracts
Samples: Merger Agreement (Barksdale James L), Merger Agreement (Netscape Communications Corp), Merger Agreement (America Online Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.;
Appears in 6 contracts
Samples: Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Autonomous Technologies Corp), Merger Agreement (Registry Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, ; and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 6 contracts
Samples: Merger Agreement (Answers CORP), Merger Agreement (McAfee, Inc.), Merger Agreement (Harmonic Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, ; and Parent and Merger Sub shall have received a certificate to such effect of the Company signed on behalf of the Company by an authorized the chief executive officer and the chief financial officer of the CompanyCompany to such effect.
Appears in 6 contracts
Samples: Merger Agreement (August Technology Corp), Merger Agreement (Rudolph Technologies Inc), Merger Agreement (Nanometrics Inc)
Agreements and Covenants. The Company and each Shareholder 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 it at them on or prior to the Closing Date, and Parent and Merger Sub Buyer shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 6 contracts
Samples: Share Exchange Agreement (DatChat, Inc.), Share Exchange Agreement (Madison Technologies Inc.), Share Exchange Agreement (Optimus Healthcare Services, Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 5 contracts
Samples: Merger Agreement (RespireRx Pharmaceuticals Inc.), Merger Agreement (Cortex Pharmaceuticals Inc/De/), Merger Agreement (Caprius Inc)
Agreements and Covenants. The Company shall will have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall will have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 5 contracts
Samples: Merger Agreement (CWR 1, LLC), Merger Agreement (Trustfeed Corp.), Merger Agreement (Brain Scientific Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an a duly authorized executive officer of the Company.
Appears in 5 contracts
Samples: Merger Agreement (Software Com Inc), Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Netscape Communications Corp)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and . Parent and Merger Sub shall have received a certificate with respect to such effect the foregoing signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 5 contracts
Samples: Merger Agreement (Extended Systems Inc), Merger Agreement (Electronic Clearing House Inc), Merger Agreement (Sybase Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany on its behalf to the foregoing effect.
Appears in 5 contracts
Samples: Merger Agreement (Thoma Bravo Fund Xii, L.P.), Merger Agreement (Imprivata Inc), Merger Agreement (Sonicwall Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 5 contracts
Samples: Merger Agreement (Extended Systems Inc), Recapitalization and Exchange Offer Agreement (Internet Capital Group Inc), Merger Agreement (Remedy Corp)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer or Chief Financial Officer of the CompanyCompany as to the satisfaction of the condition in this Section 6.2(b).
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Ch Energy Group Inc), Merger Agreement (Central Vermont Public Service Corp)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub Closing. The Acquiror Companies shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company, dated the Closing Date, to such effect.
Appears in 5 contracts
Samples: Merger Agreement (Barksdale James L), Merger Agreement (America Online Inc), Merger Agreement (America Online Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized senior executive officer of the Company.
Appears in 4 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc), Merger Agreement (Inktomi Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate certificate, dated as of the Closing Date, with respect to such effect the foregoing signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 4 contracts
Samples: Merger Agreement (Usa Technologies Inc), Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Ligand Pharmaceuticals Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized chief executive officer of the Company.;
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and First Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf by an officer of the Company by an authorized executive officer of on its behalf to the Companyforegoing effect.
Appears in 4 contracts
Samples: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (FGL Holdings)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 4 contracts
Samples: Merger Agreement (Alphatec Holdings, Inc.), Merger Agreement (Connectiv Corp), Merger Agreement (Connectiv Corp)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an a duly authorized executive officer of the Company.;
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Agreements and Covenants. The Company shall will have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall will have received a certificate to such effect signed on behalf of the Company by an authorized executive and officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc), Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Merger Agreement (Senseonics Holdings, Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the chief executive officer and chief financial officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 4 contracts
Samples: Merger Agreement (Walsh International Inc \De\), Merger Agreement (Quintiles Transnational Corp), Merger Agreement (Pharmaceutical Marketing Services Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 4 contracts
Samples: Merger Agreement (Sciquest Inc), Merger Agreement (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 4 contracts
Samples: Merger Agreement (Paradyne Networks Inc), Merger Agreement (Ecost Com Inc), Merger Agreement (Zhone Technologies Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . Parent and Merger Sub or Buyer shall have received a certificate to such effect signed on behalf of the President or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aim Group Inc), Merger Agreement (Aim Group Inc), Merger Agreement (Aim Group Inc)
Agreements and Covenants. The Company and each Shareholder 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 it at them on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 4 contracts
Samples: Share Exchange Agreement (Sino Fortune Holding Corp), Share Exchange Agreement (Cardigant Medical Inc.), Share Exchange Agreement (Cardigant Medical Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an a duly authorized executive officer of the Company.;
Appears in 4 contracts
Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Merger Agreement (Socket Communications Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to the foregoing effect.
Appears in 4 contracts
Samples: Merger Agreement (Mediware Information Systems Inc), Merger Agreement (Intraware Inc), Merger Agreement (Variagenics Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President of the Company.
Appears in 4 contracts
Samples: Merger Agreement (One2one Living Corp), Merger Agreement (North American Oil & Gas Corp.), Merger Agreement (Terra Tech Corp.)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub Acquiror shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 4 contracts
Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Ltd.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Cobalt Networks Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, ; and Parent and Merger Sub shall have received a certificate to such effect signed on behalf by the chief executive officer and the chief financial officer of the Company by an authorized executive officer of the Companyto such effect.
Appears in 3 contracts
Samples: Merger Agreement (Documentum Inc), Merger Agreement (Emc Corp), Merger Agreement (Gartner Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . The Parent and Merger Sub Companies shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer President and the Chief Executive Officer of the Company, dated the Closing date, to such effect.
Appears in 3 contracts
Samples: Merger Agreement (Dresser Industries Inc /De/), Merger Agreement (Dresser Industries Inc /De/), Merger Agreement (Halliburton Co)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President and Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Dtomi Inc), Merger Agreement (Nannaco Inc), Agreement and Plan of Reorganization (Cardiogenesis Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by contained in this Agreement and the Transaction Documents to be performed or complied with by it at on or prior to the Closing DateEffective Time; provided, that the Company shall have performed and complied with its agreements and covenants set forth in Section 6.10(b) and Section 6.10(d) in all respects. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to the foregoing effect.
Appears in 3 contracts
Samples: Merger Agreement (LCE Mexican Holdings, Inc.), Merger Agreement (Amc Entertainment Inc), Merger Agreement (Marquee Holdings Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and each of Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Fundtech LTD), Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech LTD)
Agreements and Covenants. The Company 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 it at or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and the Chief Financial Officer of the Company.; (c)
Appears in 3 contracts
Samples: Merger Agreement (New Stat Healthcare Inc), Merger Agreement (American Medical Response Inc), Merger Agreement (Netvantage Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate dated as of the Effective Time to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Merger Agreement (Lci International Inc /Va/), Merger Agreement (Standard Funding Corp), Merger Agreement (U S Long Distance Corp)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub Subs shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Divx Inc), Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (R&r Acquisition Vi, Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.), Agreement and Plan of Reorganization (Dynamic Health Products Inc)
Agreements and Covenants. The Company shall will have performed or complied with in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall will have received a certificate to such effect signed on behalf of the Company by an authorized executive and officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Myos Rens Technology Inc.), Merger Agreement (Alliqua BioMedical, Inc.), Merger Agreement (Mast Therapeutics, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Related Agreements to be performed or complied with by it at in all material respects on or prior to the Closing Date, Effective Time and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateClosing, and Parent and Merger Sub shall have received a certificate dated as of the Closing to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer of the Company.;
Appears in 3 contracts
Samples: Merger Agreement (Alliance Healthcard Inc), Merger Agreement (Precis Smart Card Systems Inc), Merger Agreement (Aarow Environmental Group Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to that effect.
Appears in 3 contracts
Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/), Merger Agreement (Railamerica Inc /De), Merger Agreement (Genesee & Wyoming Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by the Purchase Agreement, or this Agreement to be performed or complied with by it at or prior to the Class A Closing Date, and Parent and Merger Sub the Purchasers shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Acceleration and Exchange Agreement (Grand Union Co /De/), Acceleration and Exchange Agreement (Trefoil Investors Ii Inc), Acceleration and Exchange Agreement (Grand Union Co /De/)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Safeway Inc), Merger Agreement (Safeway Inc), Merger Agreement (Vons Companies Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an a duly authorized executive officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Closing. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp), Merger Agreement (Caliper Life Sciences Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an a duly authorized executive officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Looksmart LTD), Merger Agreement (Software Com Inc), Merger Agreement (Software Com Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Closing. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Oxigene Inc), Merger Agreement (Vaxgen Inc), Merger Agreement (eGENE, INC.)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer or Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Serviceware Technologies Inc/ Pa), Merger Agreement (Primus Knowledge Solutions Inc), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Merger Agreement (Adt Limited), Merger Agreement (Tyco International LTD), Merger Agreement (Adt Limited)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent Parent, Separation Sub and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . The Parent and Merger Sub Companies shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer President and the Chief Financial Officer of the Company, dated the Closing Date, to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Dimark Inc), Merger Agreement (Harte Hanks Communications Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President of the Company.
Appears in 2 contracts
Samples: Merger Agreement (MSC Software Corp), Merger Agreement (Digital Insight Corp)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Opentv Corp), Agreement and Plan of Reorganization (McAfee Associates Inc)
Agreements and Covenants. The Company shall have will have, in all material respects, performed or complied in all material respects with all its agreements and covenants required by this Agreement and the Company Documents to be performed or complied with by it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall will have received a certificate to such effect signed on behalf of the Company by an authorized executive and officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Minim, Inc.), Merger Agreement (Wavedancer, Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, Effective Time and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Company.to that effect;
Appears in 2 contracts
Samples: Merger Agreement (Netopia Inc), Merger Agreement (Actuate Corp)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . The Parent and Merger Sub Companies shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer President and Chief Executive Officer of the Company, dated the Closing Date, to that effect.
Appears in 2 contracts
Samples: Merger Agreement (McNichols Gerald R), Merger Agreement (GRC International Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements covenants and covenants required by obligations of this Agreement required to be performed or complied with by it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an a duly authorized executive officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, ; and Parent and Merger Sub shall have received a certificate to such effect of the Company signed on behalf of the Company by an authorized the chief executive officer and the chief financial officer of the CompanyCompany to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Medical Optics Inc), Agreement and Plan of Merger (Visx Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing DateMerger 1 Effective Time, and Parent and Merger Sub 1 shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Merger Agreement (Pharmacopeia Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Financial Officer of the Company.;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Niku Corp), Merger Agreement (Niku Corp)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of an officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 2 contracts
Samples: Merger Agreement (Viacom Inc), Merger Agreement (Viacom Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and . Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (Integrated Circuit Systems Inc), Merger Agreement (Integrated Device Technology Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with in all material respects by it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Companyits Chief Executive Officer and Chief Financial Officer.
Appears in 2 contracts
Samples: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, ; and Parent and Merger Sub shall have received a certificate to such effect signed on behalf by the chief executive officer and the chief financial officer of the Company by an authorized executive officer of the Company.to such effect;
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Emc Corp)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Companycertifying as to its performance or compliance.
Appears in 2 contracts
Samples: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (JCC Holding Co)
Agreements and Covenants. The Company 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 it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time; provided, however, the Company shall have performed or complied in all respects with all agreements and Parent covenants set forth in Section 6.20. Buyer, Holdings and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Adesa California, LLC), Merger Agreement (Adesa Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized its chief executive officer of the Companyor chief financial officer.
Appears in 2 contracts
Samples: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys Corp)
Agreements and Covenants. The Company 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 it at or prior to the Initial Closing Date or the Closing Date, as the case may be; and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized the chief executive officer and the chief financial officer of the Company.Company to such effect;
Appears in 2 contracts
Samples: Merger Agreement (Intralase Corp), Merger Agreement (Advanced Medical Optics Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an a duly authorized executive officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Concord Communications Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed for and on behalf of the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Maxtor Corp), Merger Agreement (Maxtor Corp)
Agreements and Covenants. The Company shall have performed or and complied with all of its covenants hereunder in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to through the Closing DateClosing, and Parent and Merger Sub shall have received a certificate signed by the Company to such effect signed on behalf of the Company by an authorized executive officer of the Companyeffect.
Appears in 2 contracts
Samples: Merger Agreement (Mantech International Corp), Merger Agreement (Navisite Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Energynorth Inc), Merger Agreement (Eastern Enterprises)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Merger Agreement to be performed or complied with by it at them on or prior to the Closing Date, and Parent and Merger Sub Effective Time. Acquiror shall have received a certificate to such effect signed on behalf of the chief executive officer and chief financial officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 2 contracts
Samples: Merger Agreement (Rare Medium Group Inc), Merger Agreement (Motient Corp)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect (only with respect to Company) signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Precise Software Solutions LTD), Merger Agreement (Veritas Software Corp /De/)
Agreements and Covenants. The Company and the Members shall have performed or in all material respects all obligations and complied in all material respects with all of their respective agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent and Merger Sub under this Agreement. The Buyer shall have received receive a certificate to such effect signed on behalf of the Company executed by an authorized executive officer of the Company’s Manager.
Appears in 2 contracts
Samples: Merger Agreement (Neah Power Systems, Inc.), Agreement and Plan of Merger (Neah Power Systems, Inc.)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 2 contracts
Samples: Merger Agreement (Conductus Inc), Merger Agreement (Superconductor Technologies Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and the President of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Paxar Corp), Merger Agreement (International Imaging Materials Inc /De/)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Closing. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of a duly authorized officer or other authorized person of the Company by an authorized executive officer as to the satisfaction of the Companythis Section 7.2(b).
Appears in 2 contracts
Samples: Merger Agreement (E.W. SCRIPPS Co), Merger Agreement (E.W. SCRIPPS Co)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub the Purchasers shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chairman, President or Chief Financial Officer of the Company.;
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Advanced Radio Telecom Corp), Preferred Stock Purchase Agreement (Qwest Communications International Inc)
Agreements and Covenants. The Company 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 it at on or prior to the Closing DateEffective Time, and Parent Buyer and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Dow Jones & Co Inc), Merger Agreement (Marketwatch Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate certificate, dated as of the Closing Date, to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp)
Agreements and Covenants. The Company shall have has performed or complied in all material respects with all the covenants, obligations and agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and . Parent and Merger Sub shall have received a certificate with respect to such effect the foregoing signed on behalf of the Company by an authorized senior executive officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Automatic Data Processing Inc), Merger Agreement (Probusiness Services Inc)
Agreements and Covenants. The Company shall have performed or complied in all material Material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at them on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Oryon Holdings, Inc.), Agreement and Plan of Merger (Abtech Holdings, Inc.)
