Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 15 contracts
Samples: Merger Agreement (Thoma Bravo Fund Xii, L.P.), Merger Agreement (Imprivata Inc), Merger Agreement (Emergent BioSolutions Inc.)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 8 contracts
Samples: Merger Agreement (Citizens Republic Bancorp, Inc.), Merger Agreement (Firstmerit Corp /Oh/), Merger Agreement (American Physicians Capital Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the President of Parent to that effect.
Appears in 7 contracts
Samples: Merger Agreement (Daou Systems Inc), Merger Agreement (Bayard Drilling Technologies Inc), Merger Agreement (Daou Systems Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of an executive officer of Parent to that effectParent.
Appears in 6 contracts
Samples: Share Exchange Agreement (Coretec Group Inc.), Share Exchange Agreement (3dicon Corp), Share Exchange Agreement (Sino Fortune Holding Corp)
Agreements and Covenants. Parent shall 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 on at or prior to the Effective Time. The Closing Date; and the Company shall have received a certificate of an Parent signed on behalf of Parent by the chief executive officer and the chief financial officer of Parent to that such effect.
Appears in 6 contracts
Samples: Merger Agreement (August Technology Corp), Merger Agreement (Rudolph Technologies Inc), Merger Agreement (August Technology Corp)
Agreements and Covenants. Parent 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that the foregoing effect.
Appears in 5 contracts
Samples: Merger Agreement (Andrx Corp /De/), Merger Agreement (Pharmion Corp), Merger Agreement (Celgene Corp /De/)
Agreements and Covenants. Parent 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive a responsible officer of Parent to that effect.
Appears in 5 contracts
Samples: Merger Agreement (Arthrocare Corp), Merger Agreement (Arthrocare Corp), Agreement and Plan of Merger (Digital Generation Systems Inc)
Agreements and Covenants. Parent 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 4 contracts
Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (United Online Inc), Merger Agreement (Tessera Technologies Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 4 contracts
Samples: Merger Agreement (Metropolitan Health Networks Inc), Merger Agreement (Wausau Paper Mills Co), Merger Agreement (Mosinee Paper Corp)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that the foregoing effect.
Appears in 4 contracts
Samples: Merger Agreement (Intraware Inc), Merger Agreement (Variagenics Inc), Merger Agreement (Hyseq Inc)
Agreements and Covenants. Parent 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 4 contracts
Samples: Merger Agreement (Boeing Co), Merger Agreement (Clubcorp Inc), Merger Agreement (Insituform Technologies Inc)
Agreements and Covenants. Parent 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 on or prior to the Effective Time. The Company shall will have received a certificate of to such effect signed by an executive officer of Parent to that effectParent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc), Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Merger Agreement (Regado Biosciences Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent by an authorized executive officer of Parent to that effectParent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an executive authorized officer of Parent to that effectParent.
Appears in 3 contracts
Samples: Acquisition Agreement (Peregrine Systems Inc), Acquisition Agreement (Peregrine Systems Inc), Acquisition Agreement (Photon Dynamics Inc)
Agreements and Covenants. Parent 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 on or prior to the Effective Time; provided, that Parent shall have performed and complied with its agreements and covenants set forth in Section 6.10(c) in all respects. The Company shall have received a certificate of an executive officer of Parent to that the foregoing effect.
Appears in 3 contracts
Samples: Merger Agreement (LCE Mexican Holdings, Inc.), Merger Agreement (Amc Entertainment Inc), Merger Agreement (Marquee Holdings Inc.)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effectClosing Date.
Appears in 3 contracts
Samples: Stock Purchase Agreement (NAKED BRAND GROUP LTD), Merger Agreement (Metropolitan Health Networks Inc), Merger Agreement (Plains Capital Corp)
Agreements and Covenants. Parent shall 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 on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of signed by an executive officer of Parent to that effect.
Appears in 3 contracts
Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/), Merger Agreement (Railamerica Inc /De), Merger Agreement (Genesee & Wyoming Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time, except as would not reasonably be expected to result in a Parent Material Adverse Effect. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Electronics for Imaging Inc), Merger Agreement (T/R Systems Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer of an executive officer of Parent to that effectParent.
Appears in 2 contracts
Samples: Share Exchange Agreement (Lin Zhenzhu), Share Exchange Agreement (Heyu Biological Technology Corp)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent Parent, signed on behalf of Parent, to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Amgen Inc), Merger Agreement (Tularik Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive a duly authorized officer of Parent to that such effect.
Appears in 2 contracts
Samples: Merger Agreement (Venture Catalyst Inc), Merger Agreement (International Game Technology)
Agreements and Covenants. The Parent shall 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 on or prior to the Effective Time. The Company Closing Date, and the Parent shall have received delivered to the Stockholders’ Representative a certificate of an executive officer of Parent the Parent, dated the Closing Date, to that such effect.
Appears in 2 contracts
Samples: Merger Agreement (Media Technologies, Inc.), Merger Agreement (Anoteros, Inc.)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive a responsible officer of Parent certifying as to that effectits performance or compliance.
Appears in 2 contracts
Samples: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (JCC Holding Co)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with in all material respects by it on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby its Acting Chief Executive Officer and Interim Chief Financial Officer.
Appears in 2 contracts
Samples: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)
Agreements and Covenants. The Parent Companies shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Merger Agreement (BMC Software Inc), Merger Agreement (Marimba Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of signed by an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Merger Agreement (PBSJ Corp /Fl/), Merger Agreement (Railamerica Inc /De)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The , and the Company shall have received a certificate to such effect signed by the President and Chief Financial Officer of an executive officer of Parent to that effect.Parent; and
Appears in 2 contracts
Samples: Merger Agreement (Marketwatch Com Inc), Merger Agreement (Pinnacor Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Kindred Healthcare, Inc), Merger Agreement (Rehabcare Group Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive a responsible officer of Parent to that effect.
Appears in 2 contracts
Samples: Merger Agreement (DG FastChannel, Inc), Merger Agreement (Enliven Marketing Technologies Corp)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an executive authorized officer of Parent to that effectParent.
Appears in 2 contracts
Samples: Merger Agreement (Extended Systems Inc), Merger Agreement (Palm Inc)
Agreements and Covenants. Parent shall have performed or complied in all material respects Material Respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer of Parent to that such effect.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer the President or any Vice President of Parent the Company and the Chief Financial Officer of the Company to that such effect.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on them at or prior to the Effective Time. The Closing Date; and the Company shall have received a certificate of an signed by the chief executive officer and the chief financial officer of Parent to that such effect.
Appears in 1 contract
Samples: Merger Agreement (Bisys Group Inc)
Agreements and Covenants. Parent shall have performed or complied with in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. The Company Closing Date, and Avanex shall have received a certificate to such effect signed on behalf of Parent by an authorized senior executive officer of Parent to that effectParent.
Appears in 1 contract
Samples: Share Acquisition and Asset Purchase Agreement (Avanex Corp)
Agreements and Covenants. Company Parent and the Company shall have performed or complied in all material respects respects, or complied with in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it on or them prior to the Effective Time. The Company , and Parent shall have received a certificate to such effect signed by a responsible officer or other authorized signatory of an executive officer of Company Parent to that effectand the Company.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or complied in all material respects with all of its obligations, agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing. The Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the Chief Executive Officer or Chief Financial Officer of Parent the Company to that effect.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or in all material respects all obligations and complied in all material respects with all agreements and or covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer signed on behalf of Parent by the Chief Executive Officer and Chief Financial Officer to that effectsuch effect dated as of the Closing Date.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company shall have received a certificate Time of an executive officer of Parent to that effect.Merger I.
Appears in 1 contract
Samples: Merger Agreement (Vaxgen Inc)
Agreements and Covenants. The Parent shall 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 on at or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 1 contract
Samples: Merger Agreement (Red Lion California LTD Partnership)
Agreements and Covenants. Parent shall have performed or ------------------------ complied in all material respects Material Respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer of Parent to that such effect.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to that such effect.
Appears in 1 contract
Samples: Merger Agreement (Anchor Gaming)
Agreements and Covenants. Parent and Acquiror 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 them on or prior to the Effective Time. The Closing; and the Company shall have received a certificate of to such effect signed by an executive officer of Parent to that effectand Acquiror.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on or prior to the Effective TimeTime or, if and to the extent not performed or complied in any material respect, such failure to perform or comply shall have been cured in all material respects. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Company Closing; and the Shareholders shall have received a certificate to such effect signed on behalf of an executive Parent by a duly authorized officer of Parent to that effectParent.
Appears in 1 contract
Samples: Share Exchange Agreement (8x8 Inc)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement and each Ancillary Agreement to be performed or complied with by it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 1 contract
Samples: Merger Agreement (ZAGG Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Closing, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer of Parent.
Appears in 1 contract
Samples: Amalgamation Agreement (Numerical Technologies Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Merger Agreement (Renovis Inc)
Agreements and Covenants. Parent 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive a duly authorized officer of Parent to that effect.
Appears in 1 contract
Samples: Merger Agreement (Jamdat Mobile Inc)
Agreements and Covenants. Parent shall 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 on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to that such effect.
Appears in 1 contract
Samples: Combination Agreement (Roxio Inc)
Agreements and Covenants. Parent shall 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 on Parent at or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 1 contract
Agreements and Covenants. Parent 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective Time. The Company shall have received a certificate , including, without limitation, the resignation from the Board of an executive officer Directors of Parent to that effectof those persons currently on the Board of Directors of Parent who are not named as directors following the Effective Time in the Proxy Statement.
Appears in 1 contract
Agreements and Covenants. Parent shall 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 on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer of Parent to that such effect.
Appears in 1 contract
