Agreements and Covenants. 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 shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 28 contracts
Samples: Merger Agreement (Peregrine Systems Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Informix 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 shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 21 contracts
Samples: Merger Agreement (Reptron Electronics Inc), Merger Agreement (Genentech Inc), Merger Agreement (3com Corp)
Agreements and Covenants. 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 shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the or Chief Financial Officer of Company.
Appears in 15 contracts
Samples: Merger Agreement (Mediabin Inc), Merger Agreement (On Technology Corp), Merger Agreement (Imanage 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 shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and of the Chief Financial Officer of Company.
Appears in 5 contracts
Samples: Merger Agreement (Art Technology Group Inc), Merger Agreement (Art Technology Group Inc), Merger Agreement (Visx Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Merger Agreement (KKR Associates), Merger Agreement (Live Entertainment Inc), Merger Agreement (HMSR 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 shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Merger Agreement (Premiere Technologies Inc), Merger Agreement (Premiere Technologies Inc), Merger Agreement (Xpedite 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 and the Related Agreements to be performed or complied with by it at on or prior to the Closing Date, Effective Time. Parent and Parent Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Sunpharm Corporation), Merger Agreement (Geltex Pharmaceuticals Inc), Merger Agreement (Orchid Biosciences 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 Company by the Chief Executive Officer President and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Merger Agreement (Oxford Automotive Inc), Merger Agreement (BMG North America LTD), Merger Agreement (New Stat Healthcare Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed 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 Company by the Chief Executive Officer and chief executive officer of the Chief Financial Officer of Company.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Agreement and Plan of Reorganization (Storage Computer Corp), Merger Agreement (Triangle Pharmaceuticals Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer President and the Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Ravenswood Winery Inc), Merger Agreement (Constellation Brands Inc), Merger Agreement (Canandaigua B V)
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 by a duly authorized officer of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 3 contracts
Samples: Merger Agreement (Tangible Asset Galleries Inc), Merger Agreement (Tangible Asset Galleries Inc), Merger Agreement (Tangible Asset Galleries 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, including the agreements and covenants set forth in Section 4.1 regarding conduct of business by the Company, and Parent shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and the or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Persistence Software 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 shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (QRS Corp), Merger Agreement (Ondisplay 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 shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and of the Chief Financial Officer of Company.
Appears in 2 contracts
Samples: Merger Agreement (Copper Valley Minerals LTD), Merger Agreement (K2 Digital Inc)
Agreements and Covenants. The Company 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 at or prior to the Closing DateEffective Time, including without limitation the redemption of the Rights Plan, and Parent and Sub shall have received a certificate of the Company to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Companya duly authorized officer thereof.
Appears in 2 contracts
Samples: Merger Agreement (Purdue Acquisition Corp), Merger Agreement (Cocensys Inc)
Agreements and Covenants. 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 shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)
Agreements and Covenants. The Company shall have performed or and 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 DateEffective Time, and Parent and Merger Subsidiary shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer President and the Chief Financial Officer of Companythe Company in their capacities as such and not personally.
Appears in 2 contracts
Samples: Merger Agreement (Interlott Technologies Inc), Merger Agreement (Gtech Holdings Corp)
Agreements and Covenants. 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 shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 2 contracts
Samples: Merger Agreement (Digital Insight Corp), Agreement and Plan of Reorganization (Proxim Inc /De/)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, Effective Time. Parent and Parent Merger Sub shall have received a certificate to such effect signed on behalf of Company by the President and Chief Executive Officer and of the Chief Financial Officer of Company.
Appears in 2 contracts
Samples: Merger Agreement (Moviefone Inc), Merger Agreement (America Online Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, and Parent shall have received a certificate of an executive officer of the Company to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Companythat effect.
Appears in 1 contract
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 shall have received a certificate to such effect signed on behalf of the President or any Vice President of the Company by the Chief Executive Officer and the Chief Financial Officer of Companythe Company to such effect.
Appears in 1 contract
Samples: Merger Agreement (Mail Boxes Etc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, and . Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Companythe Company to such effect.
Appears in 1 contract
Samples: Merger Agreement (Hach Co)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and president of the Chief Financial Officer of Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North American Scientific Inc)
Agreements and Covenants. The Company and the Shareholders shall have 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 the Buyer shall have received a certificate to such effect signed on behalf by a duly authorized officer of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 1 contract
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 shall have received a certificate to such that effect signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of its agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by it at or prior to the Closing Date, Effective Time; and Parent the Company shall have received delivered to Parent a certificate to such effect that effect, dated the date of the Closing and signed on behalf by a duly authorized officer of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 1 contract
Samples: Merger Agreement (Allaire Corp)
Agreements and Covenants. 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 shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.. 33
Appears in 1 contract
Samples: Merger Agreement (Truevision 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 . Hanger or Buyer shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the President or Chief Financial Officer of Companythe Company to that effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hanger Orthopedic Group Inc)
Agreements and Covenants. 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 shall have received a certificate to such effect signed on behalf of -56- Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network General Corporation)
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 shall have received a certificate of the Company to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.that effect;
Appears in 1 contract
Samples: Business Combination Agreement (Rainbow Technologies Inc)
Agreements and Covenants. 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 shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc)
