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), Agreement and Plan of Merger (Allied Defense Group Inc), Agreement and Plan of Merger (Advanced Digital Information 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: Agreement and Plan of Merger (Citizens Republic Bancorp, Inc.), Agreement and Plan of Merger (Firstmerit Corp /Oh/), Agreement and Plan of Merger (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: Agreement and Plan of Reorganization (Tangram Enterprise Solutions Inc), Agreement and Plan of Merger (Interwoven Inc), Agreement and Plan of Merger (On Technology 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, 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: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Tegal Corp /De/), Agreement and Plan of Merger and Reorganization (Trubion Pharmaceuticals, Inc), Agreement and Plan of Merger and Reorganization (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: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger and Reorganization (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 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: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc 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: Agreement and Plan of Merger (Tween Brands, Inc.), Agreement and Plan of Merger (Dress Barn Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag 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 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: Agreement and Plan of Merger (Answers CORP), Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Scopus Video Networks 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 the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.;
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Autonomous Technologies Corp), Agreement and Plan of Merger (Renaissance Worldwide 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: Agreement and Plan of Merger (Netscape Communications Corp), Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Manitowoc Co 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: Agreement and Plan of Merger and Reorganization (Nanometrics Inc), Agreement and Plan of Merger (Rudolph Technologies Inc), Agreement and Plan of Merger (August Technology 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: Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Extended Systems Inc), Agreement and Plan of Merger (Electronic Clearing House 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 5 contracts
Samples: Share Exchange Agreement (Madison Technologies Inc.), Share Exchange Agreement (Optimus Healthcare Services, 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 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: Agreement and Plan of Merger, Agreement and Plan of Merger (Ch Energy Group Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Overture 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 by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alphatec Holdings, Inc.), Agreement and Plan of Merger (Connectiv Corp), Agreement and Plan of Merger (Connectiv 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 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Trustfeed Corp.), Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.), Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES 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 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: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (FGL Holdings)
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.), Agreement and Plan of Merger and Reorganization (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 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: Agreement and Plan of Merger (Mediware Information Systems Inc), Agreement and Plan of Merger (Intraware Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (North American Oil & Gas Corp.), Agreement and Plan of Merger (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 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 (Socket Communications 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.), Service 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 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 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/), Voting Agreement (Cypress Semiconductor Corp /De/), Non Competition 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 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 (Pharmaceutical Marketing Services Inc), Agreement and Plan of Merger (Walsh International Inc \De\), Merger Agreement (Quintiles Transnational 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: Agreement and Plan of Merger (Usa Technologies Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals 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: Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Paradyne Networks Inc), Agreement and Plan of Merger (Pfsweb 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: Agreement and Plan of Merger (Internap Network Services Corp), Agreement and Plan of Merger (Sciquest Inc), Agreement and Plan of Merger (Vitalstream 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 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 (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, 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: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (U S Long Distance Corp), Agreement and Plan of Merger (Standard Funding Corp), Agreement and Plan of Merger (Lci International Inc /Va/)
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 Merger (Nannaco Inc), Agreement and Plan of Reorganization (Dtomi 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 Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KKR Associates), Agreement and Plan of Merger (Live Entertainment Inc), Agreement and Plan of Merger (HMSR Inc)
Agreements and Covenants. Section 6.2.2.1 The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Ancillary 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 3 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance 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 Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (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: Agreement and Plan of Reorganization (Looksmart LTD), Merger Agreement (Software Com Inc), Agreement and Plan of Reorganization (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 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: Agreement and Plan of Merger (Netvantage Inc), Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Primus Knowledge Solutions Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Alliance Healthcard Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc), Agreement and Plan of Merger (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 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: Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support 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 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 (Storage Computer Corp), Agreement and Plan of Reorganization (Triangle Pharmaceuticals Inc), Agreement and Plan of Reorganization (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 executive officer President of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vons Companies Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Constellation Brands Inc), Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (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 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 (Cobalt Networks Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Seagate Technology 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: Agreement and Plan of Merger (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: Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.), Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.), Agreement and Plan of Merger and Reorganization (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 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: Agreement and Plan of Merger (Fundtech LTD), Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
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: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Reorganization (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 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: Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (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 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/), Agreement and Plan of Merger (Genesee & Wyoming Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Vaxgen Inc), Lock Up Agreement (Oxigene Inc), Agreement and Plan of Merger (eGENE, INC.)
Agreements and Covenants. The Company shall have performed or in all material respects all obligations and complied in all material respects with all agreements and covenants of the Company 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. 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 Chief Executive Officer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobilepro Corp), Agreement and Plan of Merger (Mobilepro 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 Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Energynorth Inc), Agreement and Plan of Reorganization (Eastern Enterprises)
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: Agreement and Plan of Merger (Avigen Inc \De), Agreement and Plan of Merger (Medicinova 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 Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Share Exchange Agreement (Lin Zhenzhu), Share Exchange Agreement (Heyu Biological Technology 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 President or Chief Financial Officer of the Company by an authorized executive officer of the Companyto such effect.
Appears in 2 contracts
Samples: Employment Agreement (Bayard Drilling Technologies Inc), Agreement and Plan of Merger (Nabors Industries 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 2 contracts
Samples: Agreement and Plan of Reorganization (Microchip Technology Inc), Agreement and Plan of Reorganization (Infospace 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: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Covansys Corp)
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 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: Indemnification Agreement (Oryon Holdings, Inc.), Agreement and Plan of Merger (Abtech 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 (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: Agreement and Plan of Merger (Precise Software Solutions LTD), Agreement and Plan of Merger (Veritas Software 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 . 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: Agreement and Plan of Merger (McNichols Gerald R), Agreement and Plan of Merger (GRC 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 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: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Intralase Corp), Agreement and Plan of Merger (Advanced Medical Optics 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 the Company 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 authorized executive officer the Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Informatica Corp), Agreement and Plan of Merger (Carrier Access 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 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: Agreement and Plan of Merger (Conductus Inc), Agreement and Plan of Merger (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: Iv 6 Agreement and Plan of Merger (Paxar Corp), Iv 6 Agreement and Plan of Merger (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 the Company by an a duly authorized executive officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Click Commerce 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: Agreement and Plan of Merger and Reorganization (Actuate Corp), Agreement and Plan of Merger and Reorganization (Netopia 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), Agreement and Plan of Merger (Advanced Medical Optics 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 2 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (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, 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: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Tularik 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 2 contracts
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc), Agreement and Plan of Merger (Opentv 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 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 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 Merger (Oplink Communications Inc), Agreement and Plan of Merger (Optical Communication Products 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: Agreement and Plan of Merger (Party City Corp), Agreement and Plan of Merger (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 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 of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Digital Inc), Agreement and Plan of Merger (Copper Valley Minerals 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 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: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Agreements and Covenants. The Company shall in all material respects 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 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 of the Company.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ivoice, Inc /De), Agreement and Plan of Merger (Thomas Pharmaceuticals, 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 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: Agreement and Plan of Merger (PBSJ Corp /Fl/), Agreement and Plan of Merger (Railamerica Inc /De)
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: Agreement and Plan of Merger and Reorganization (Citrix Systems Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano 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 President of the Company.
Appears in 2 contracts
Samples: Escrow Agreement (MSC Software Corp), Agreement and Plan of Merger (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 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 President and Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Moviefone 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: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Probusiness 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 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: Agreement and Plan of Merger (Adesa California, LLC), Agreement and Plan of Merger (Adesa 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 before 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.. (d)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries 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 . 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 (Digene Corp), Voting 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 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: Agreement and Plan of Merger (Motient Corp), Agreement and Plan of Merger (Rare Medium Group Inc)
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: Agreement and Plan of Merger (Neah Power Systems, Inc.), Agreement and Plan of Merger (Neah Power Systems, Inc.)
