Certificate of Parent. Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 6.3 hereof have been satisfied.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (FOTV Media Networks Inc.)
Certificate of Parent. Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, Parent for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company set forth in Section 6.3 hereof 7.3(a) have been satisfiedsatisfied (the “Parent Certificate”).
Appears in 2 contracts
Certificate of Parent. Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof have been 7.3(a) are satisfied.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Cornerstone OnDemand Inc)
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer a duly authorized officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3 hereof 6.3(a) have been satisfiedsatisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
Certificate of Parent. Company shall have received a certificate, validly certificate executed for and on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 7.3(a), Section 7.3(b) and Section 7.3(e) have been satisfiedsatisfied (the “Parent Certificate”).
Appears in 2 contracts
Samples: Merger Agreement (Twilio Inc), Agreement and Plan of Reorganization (Twilio Inc)
Certificate of Parent. Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, an authorized Person for and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 9.3 have been satisfied.
Appears in 2 contracts
Certificate of Parent. Company shall have received a certificatecertificate from Parent, validly executed on behalf by an officer of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the for an on Parent, for and on its ’s behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 7.3(a) and Section 7.3(b) have been satisfiedsatisfied (the “Parent Closing Certificate”).
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificatecertificate from Parent, validly executed on behalf by an officer of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, for and on its Parent’s behalf to the effect that, as of the Closing Closing, the conditions to the obligations of the Company set forth in Section 6.3 hereof 7.3(a) have been satisfiedsatisfied (unless otherwise waived by the Company in writing in accordance with the terms hereof).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fusion-Io, Inc.)
Certificate of Parent. Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, a Vice President or higher level officer for and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 7.3(a) have been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an executive officer of the Parent, for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of the Company set forth in Section 6.3 hereof 5.3(al (Additional Conditions to the Obligations of the Company-Representation and Warranties) and Section 5.3(b) (Additional Conditions to the Obligations of the Company-Covenants) have been satisfied.
Appears in 1 contract
Samples: Purchase Agreement
Certificate of Parent. The Company shall have received a certificate, validly --------------------- certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, the Chief Financial Executive Officer of or the Parent, for and on its behalf Chief Operations Officer to the effect that, of Section 7.3(a) as of the Closing Date and that the conditions to the obligations of Parent and Sub set forth in this Section 6.3 hereof 7.3 have been satisfiedsatisfied (unless otherwise waived in accordance with the terms hereof).
Appears in 1 contract
Samples: Merger Agreement (Lantronix)
Certificate of Parent. Company shall have received been provided with a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, for and on its behalf to the effect that, as of the Closing an authorized officer confirming that the conditions set forth in Section 6.3 hereof Sections 7.3(a) and (b) have been satisfiedmet.
Appears in 1 contract
Samples: Merger Agreement (TigerLogic CORP)
Certificate of Parent. The Company shall have has received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, an officer for and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 7.3(a) have been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 6.3(a) have been satisfied.
Appears in 1 contract
Certificate of Parent. Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof have been 6.3(a) are satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for Parent and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof Sections 7.3(a) and 7.3(b) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Repligen Corp)
Certificate of Parent. Company shall have received a certificate, validly certificate executed on behalf of Parent and Sub by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, an officer for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of the Company and the Principal Stockholders set forth in this Section 6.3 hereof 7.3 have been satisfiedsatisfied (unless otherwise waived by the Company).
Appears in 1 contract
Samples: Merger Agreement (Autodesk Inc)
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer a duly authorized officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions to the obligations of the Company set forth in Section 6.3 hereof 6.3(a) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Vistaprint N.V.)
Certificate of Parent. The Company shall have received a certificate, validly certificate executed for and on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 7.3(a) and 7.3(b) have been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly certificate executed for and on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof have 7.3(a) been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, its Chief Financial Executive Officer of the Parent, for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 6.3 hereof 7.3(a) have been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, an officer for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 6.3 hereof have been satisfiedsatisfied in full (unless otherwise waived in accordance with the terms hereof).
Appears in 1 contract
Samples: Merger Agreement (Global Partner Acquisition Corp.)
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of the Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, an officer for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 6.3 hereof 7.3(a) and (b) have been satisfiedsatisfied in full (unless otherwise waived in accordance with the terms hereof).
Appears in 1 contract
Samples: Merger Agreement (Global Partner Acquisition Corp.)
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for Parent and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 7.3(a) and Section 7.3(b) have been satisfied.. ACTIVE/108710474.16
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, an officer for and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 7.3(a) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Solarcity Corp)
Certificate of Parent. Company shall have received a certificate, validly certificate executed for and on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 6.3(a) and Section 6.3(b) have been satisfiedsatisfied (the “Parent Certificate”).
Appears in 1 contract
Samples: Merger Agreement (PagerDuty, Inc.)
Certificate of Parent. Parent shall executed and delivered to the Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of Parent (the Parent, for “Parent Officer’s Certificate”) and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof have been Sections 5.3(a), (b) and (e) are satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Altimmune, Inc.)
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 6.3(a) hereof have been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificatecertificate from Parent, validly executed on behalf by an officer of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, for and on its behalf Parent’s behalf, to the effect that, as of the Closing Closing:
(i) the conditions condition set forth in Section 6.3 hereof have 7.3(a) has been satisfied; and
(ii) Parent and Sub have performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed or complied with by Parent and Sub as of the Closing.
Appears in 1 contract
Samples: Merger Agreement (Shanda Games LTD)
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an executive officer of the Parent, for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of the Company set forth in Section 6.3 hereof 5.3(a) and Section 5.3(b) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Infor, Inc.)
Certificate of Parent. Company shall have received a certificate, validly certificate executed for and on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof 6.3(b) have been satisfiedsatisfied (the “Parent Certificate”).
Appears in 1 contract
Samples: Merger Agreement (Cardlytics, Inc.)
Certificate of Parent. Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer of the Parent, an officer for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 6.3 hereof 7.3(a) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Solarcity Corp)
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, for Parent and on its behalf to the effect that, as of the Closing Closing, the conditions set forth in Section 6.3 hereof have been 6.3(a) are satisfied.
Appears in 1 contract
Samples: Merger Agreement (Cafepress Inc.)
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer a duly authorized officer of the Parent, for and on its behalf Parent to the effect that, as of the Closing Closing, the conditions to the obligations of the Company set forth in Section 6.3 Sections 6.2(a) and 6.2(b) hereof have been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, Chief Financial Officer an officer of the Parent, Parent for and on its behalf to the effect that, as of the Closing the conditions to the obligations of the Company set forth in Section 6.3 hereof 7.3(a) have been satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate, validly --------------------- certificate executed on behalf of Parent by Xxxxx xxx Xxxxxxxx, the Chief Financial Executive Officer of the Parent, for and on its behalf to the effect that, of Section 7.3(a) as of the Closing and that the conditions to the obligations of Parent and Sub set forth in this Section 6.3 hereof 7.3 have been satisfiedsatisfied (unless otherwise waived in accordance with the terms hereof).
Appears in 1 contract
Samples: Merger Agreement (Krooss John)