Certificate of Parent and Merger Sub Sample Clauses

Certificate of Parent and Merger Sub. The Company shall have received a certificate executed on behalf of Parent and Merger Sub to the matters set forth in Section 8.2(a) and Section 8.2(b).
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Certificate of Parent and Merger Sub. The Company shall have received from Parent and Merger Sub officer’s certificates, in form and substance reasonably acceptable to the Company, attaching a good standing certificate, dated within fifteen (15) days before the Closing, from the Secretary of State (or comparable Governmental Entity) of each state or jurisdiction in which Parent or Merger Sub was organized, each stating that the Company or Merger Sub is in good standing, and certifying to the fulfillment of the conditions specified in Section 8.2(a).
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Certificate of Parent and Merger Sub. Parent and Merger Sub shall have delivered to Agent a certificate, dated the Closing Date, certifying in such detail as Agent may reasonably request to the fulfillment and satisfaction of the conditions specified in Paragraphs 9.1 and 9.2.
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Certificate of Parent and Merger Sub. The Company shall have been provided with a certificate executed on behalf of each of Parent and Merger Sub by two duly authorized executive officers of each to the effect that as of the Initial Closing Date:
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Certificate of Parent and Merger Sub. The Company will have received from Parent and Merger Sub an officer’s certificate, in form and substance reasonably acceptable to the Company, certifying to the fulfillment of the conditions specified in Sections 6.2(a) and (b).
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Certificate of Parent and Merger Sub. Parent shall have delivered to the Securityholder Representative (on behalf of the Stockholders) a certificate signed by an authorized officer of each of Parent and Merger Sub, dated as of the Closing Date, certifying that the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied.
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Related to Certificate of Parent and Merger Sub

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Certificate of Parent The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

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