Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 36 contracts
Samples: Merger Agreement (MSC Software Corp), Merger Agreement (Sun Healthcare Group Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 36 contracts
Samples: Merger Agreement (Reptron Electronics Inc), Merger Agreement (Tippingpoint Technologies Inc), Merger Agreement (Sybase Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate with respect to such effect the foregoing signed on behalf of Parent Parent, with respect to the covenants of Parent, by an authorized executive officer of ParentParent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.
Appears in 22 contracts
Samples: Merger Agreement (Micron Technology Inc), Merger Agreement (Kyphon Inc), Merger Agreement (Quantum Corp /De/)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 18 contracts
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Merger Agreement (Cypress Semiconductor Corp /De/)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 12 contracts
Samples: Merger Agreement (Tangram Enterprise Solutions Inc), Merger Agreement (Sciquest Inc), Merger Agreement (Imanage Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by an authorized officer of Parenteffect.
Appears in 6 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Captiva Software Corp), Merger Agreement (Gartner Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, ; and the Company shall have received a certificate with respect to such effect the foregoing signed on behalf of Parent and Merger Sub by an a duly authorized officer of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Secure Computing Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 5 contracts
Samples: Merger Agreement (Artisan Components Inc), Merger Agreement (Niku Corp), Agreement and Plan of Reorganization (Red Hat Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp), Merger Agreement (Xcarenet Inc), Agreement and Plan of Reorganization (Dtomi Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the President and the Chief Executive Officer of Parent.
Appears in 4 contracts
Samples: Merger Agreement (Trizetto Group Inc), Merger Agreement (Trizetto Group Inc), Merger Agreement (Trizetto Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by an authorized officer of Parent.effect; and
Appears in 4 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Legato Systems Inc), Merger Agreement (Media 100 Inc)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
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. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized executive officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Fundtech LTD), Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech LTD)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Netopia Inc), Agreement and Plan of Reorganization (McAfee Associates Inc), Merger Agreement (Imall Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Egghead Com Inc), Merger Agreement (Opentv Corp), Merger Agreement (Onsale Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied complied, in all material respects respects, with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Closing. The Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer Chief Financial Officer of Parent.
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. Parent and Merger Sub 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 them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent and Merger Sub by an a duly authorized officer of ParentParent and Merger Sub.
Appears in 3 contracts
Samples: Merger Agreement (American Well Corp), Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
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. Parent and Merger Sub Subsidiary shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the President and the Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Gtech Holdings Corp), Merger Agreement (Interlott Technologies Inc), Merger Agreement (Gt Bicycles Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Date and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana Communications Inc)
Agreements and Covenants. The Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent by an authorized officer the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Parent.
Appears in 2 contracts
Samples: Merger Agreement (Eastern Enterprises), Merger Agreement (Energynorth Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer Chief Financial Officer of Parent, with respect to Parent and the President of Merger Sub, with respect to the Merger Sub.
Appears in 2 contracts
Samples: Merger Agreement (Moviefone Inc), Merger Agreement (America Online Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Initial Closing Date or the Closing Date, as the case may be; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized the chief executive officer and the chief financial officer of ParentParent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Intralase Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Medjet Inc), Merger Agreement (Visx Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.. (c) MATERIAL ADVERSE EFFECT. No Material Adverse Effect with respect to Parent shall have occurred since the date of this Agreement. 6.3
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infospace Inc), Agreement and Plan of Reorganization (Microchip Technology Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Effective Time except for such failures to perform or comply that do not and will not have any material effects that are adverse to the Company; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Dallas Semiconductor Corp), Merger Agreement (Maxim Integrated Products Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all each of the agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent and Merger Sub by an authorized officer each of the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Closing to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer of Parent.; and
Appears in 2 contracts
Samples: Merger Agreement (Aarow Environmental Group Inc), Merger Agreement (Precis Smart Card Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate with respect to such effect the foregoing signed on behalf of Parent and Merger Sub by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Merger Agreement (Answers CORP)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by to the best knowledge of an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Registration Rights Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the President and the Chief Financial Officer of Parent.;
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them Parent and/or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of each of Parent and Merger Sub by an authorized officer of Parenteach of Parent and Merger Sub.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such the foregoing effect signed on behalf of Parent by an authorized officer the President or Chief Financial Officer of Parent.
(a) MATERIAL ADVERSE EFFECT. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect on Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed ------------------------ or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Merger Agreement (Avt Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed -------------------------- or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement and, in the case of Parent, by the Related Agreement to be performed or complied with by them it on or prior to the Closing Date, ; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Effective Time to such effect signed on behalf of Parent by an authorized officer the President and Chief Financial Officer of Parent.; and
Appears in 1 contract
Agreements and Covenants. Each of Sub and Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and . The Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect signed on behalf of Parent by an authorized officer of Parenteffect.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to before the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.. ***REORGANIZATION AGREEMENT*** -44-
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, Effective Time; and Company Parent shall have received delivered to the Company a certificate to such effect that effect, dated the date of the Closing and signed on behalf of Parent by an a duly authorized officer of Parentofficer.
Appears in 1 contract
Samples: Merger Agreement (Allaire Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of Parent and Merger Sub to such effect signed on behalf by the Chief Executive Officer or Chief Financial Officer of Parent by an authorized officer and the President or Vice President of Parent.Merger Sub;
Appears in 1 contract
Samples: Merger Agreement (Raychem Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)
Agreements and Covenants. Parent and Merger Sub shall 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 them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of Parent and Merger Sub to such effect signed on behalf by the 37 Chief Executive Officer or Chief Financial Officer of Parent by an authorized officer and the President or Vice President of Parent.Merger Sub;
Appears in 1 contract
Samples: Merger Agreement (Autotote Corp)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Senior Vice President, Chief Operating Officer and Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent Parent, NAH and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Merger Agreement (Digene Corp)
Agreements and Covenants. Parent and Merger Sub shall have in all ------------------------ material respects performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to -55- the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network General Corporation)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of ParentParent to that effect.
Appears in 1 contract
Samples: Business Combination Agreement (Rainbow Technologies Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement and the Related Agreements to which it is a party to be performed or complied with by them it on or prior to the Closing Date, ; and the Company and the Principal Shareholders shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Effective Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (TechAlt, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to -55- 57 the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and each Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by Article V of this Agreement to be performed or complied with by each of them on or prior to the Closing Date, and Effective Time. The Company shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of Parent by an authorized officer of Parentto that effect.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.; and
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.. -52- 60
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Russo Paul M)
Agreements and Covenants. Parent and Merger Sub shall have performed ------------------------ or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chairman and the Chief Financial Officer of Parent.;
Appears in 1 contract
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, Effective Time; and the Company shall have received a certificate to such that effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.;
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Closing; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Merger Agreement (Applera Corp)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Merger Agreement (Novell Inc)
Agreements and Covenants. The Parent and the Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent by an authorized officer the Chief Operating Officer of the Parent.
Appears in 1 contract
Samples: Merger Agreement (K2 Digital Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied compiled in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, 49 and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Corsair Communications Inc)
