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 (Quantum Corp /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 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 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 15 contracts
Samples: Merger Agreement (Tangram Enterprise Solutions Inc), Merger Agreement (Imanage Inc), Merger Agreement (Interwoven 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 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 (Ariba Inc), Merger Agreement (I Many 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 Company by an authorized executive officer of the CompanyCompany to that effect.
Appears in 10 contracts
Samples: Merger Agreement (Tegal Corp /De/), Merger Agreement (Emergent BioSolutions Inc.), Merger Agreement (Trubion 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 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 (Komag Inc /De/), Merger Agreement (HMT Technology Corp)
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 (Andrx Corp /De/), Merger Agreement (Tween Brands, Inc.), Merger Agreement (Pharmion 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 . 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 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 (Captiva Software 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 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 (Summit Technology Inc), Merger Agreement (Registry Inc), 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 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 (Rudolph Technologies Inc), Merger Agreement (August Technology Corp), 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 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 (Scopus Video Networks Ltd.), Merger Agreement (Secure Computing Corp)
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 (America Online Inc), Merger Agreement (Barksdale James L), Merger Agreement (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 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 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 (Sybase Inc), Merger Agreement (Extended Systems Inc), Merger Agreement (Electronic Clearing House 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 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 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: Agreement and Plan of Reorganization (Quickturn Design Systems Inc), Merger Agreement (Software Com Inc), Merger Agreement (Healtheon Corp)
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 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 (Remedy Corp), Merger Agreement (Palm Inc), Recapitalization and Exchange Offer Agreement (Internet Capital 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 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 (America Online Inc), Merger Agreement (Barksdale James L), Merger Agreement (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 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 (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Sciquest 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 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 Holding Co. 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 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 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 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 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 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 (Zhone Technologies Inc), Merger Agreement (Pfsweb Inc), Merger Agreement (Ecost Com Inc)
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 (PMC Sierra Inc), Agreement and Plan of Reorganization (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Quantum Effect Devices 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: 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 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 (Fidelity National Financial, 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 (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, 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 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.), Agreement and Plan of Merger (Excelon 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 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 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 (Variagenics Inc), Merger Agreement (Intraware 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: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (Cypress Semiconductor Corp /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 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: Stock Purchase Agreement (Aim Group Inc), Merger Agreement (Aim Group Inc), Merger Agreement (Aim 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 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 (Vaxgen Inc), Merger Agreement (Oxigene Inc), Merger Agreement (eGENE, INC.)
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 (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, 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 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 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 (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Cobalt 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 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 (American Medical Response Inc), Merger Agreement (Netvantage Inc), Merger Agreement (New Stat Healthcare 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 President and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Merger Agreement (Oxford Automotive Inc), Merger Agreement (New Stat Healthcare Inc), Merger Agreement (BMG North America 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 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 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 (Cardiogenesis Corp), Agreement and Plan of Reorganization (Dtomi Inc), Merger Agreement (Nannaco 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 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 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 (Marquee Holdings Inc.), Merger Agreement (Amc Entertainment 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 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 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 (Sonic Solutions/Ca/), Merger Agreement (Divx 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 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 (Vons Companies Inc), Merger Agreement (Safeway Inc), Merger Agreement (Safeway 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 executive officer President and Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Constellation Brands Inc), Merger Agreement (Canandaigua B V), Merger Agreement (Ravenswood Winery 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 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 (Gartner Inc), Merger Agreement (Documentum Inc), 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 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 (Live Entertainment Inc), Merger Agreement (HMSR Inc), Merger Agreement (KKR Associates)
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 (U S Long Distance Corp), Merger Agreement (Standard Funding 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 or Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Primus Knowledge Solutions Inc), Merger Agreement (Serviceware Technologies Inc/ Pa), 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 (Adt Limited), Merger Agreement (Tyco International 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 preformed 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 3 contracts
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Agreement and Plan of Reorganization (Storage Computer Corp), Merger Agreement (Triangle 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 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 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 (Advanced Medical Optics Inc), Merger Agreement (Intralase 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 or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
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 or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Digene Corp), Merger Agreement (Eyetech 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 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: Merger Agreement (Niku Corp), Agreement and Plan of Reorganization (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 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 (Harte Hanks Communications Inc), Merger Agreement (Dimark 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 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 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 2 contracts
Samples: Merger Agreement (Click Commerce Inc), Merger Agreement (Click Commerce 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 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: Agreement and Plan of Merger (Visx Inc), Merger Agreement (Advanced Medical Optics Inc)
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 or prior to the Closing DateClosing, 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 2 contracts
Samples: Merger Agreement (Medicinova Inc), Merger Agreement (Avigen 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 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 DateEffective Time, and except as would not reasonably be expect to result in a Company Material Adverse Effect. 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 (T/R Systems Inc), Merger Agreement (Electronics for Imaging 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 such effect.
Appears in 2 contracts
Samples: Merger Agreement (Bayard Drilling Technologies Inc), Merger Agreement (Nabors Industries 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 executive officer President and Chief Financial Officer of the Company.;
Appears in 2 contracts
Samples: Merger Agreement (Pinnacor Inc), Merger Agreement (Marketwatch Com 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 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 Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks 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 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 2 contracts
Samples: Merger Agreement (PBSJ Corp /Fl/), Merger Agreement (Railamerica 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 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 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 2 contracts
Samples: Merger Agreement (Optical Communication Products Inc), Merger Agreement (Oplink Communications Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreement and covenants required by this Agreement to be performed or complied with by it at or under this Agreement 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 Company signed by an authorized executive officer the President or a Vice President of the CompanyCompany to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Party City Corp), Merger Agreement (Amscan 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, 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 2 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana 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 by 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 of the Chief Executive Officer or the Chief Financial Officer of the Company, signed on behalf of the Company by an authorized executive officer of the Company, to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Tularik Inc), Merger Agreement (Amgen 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 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 (Probusiness Services Inc), Merger Agreement (Automatic Data Processing 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 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 and chief financial officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /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 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 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 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)
