Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by an officer of 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 7.3(a) have been satisfied (the “Parent Certificate”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NetApp, Inc.)
Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of Parent by an a duly authorized officer of Parent for and on its behalf to the effect that, as of the Closing Closing, (i) the conditions to the obligations of the Company set forth in Section 7.3(a6.3(a) have been satisfied and (ii) each and every one of the “Parent Certificate”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 certificate, validly executed on behalf of Parent by an officer of Parent authorized Person for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) 9.3 have been satisfied (the “Parent Certificate”)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Yext, Inc.)
Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) have been satisfied (the “Parent Certificate”)are satisfied.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Cornerstone OnDemand Inc)
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer Xxxxx xxx Xxxxxxxx, Chief Financial Officer of Parent the 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 7.3(a) 6.3 hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger And (FOTV Media Networks Inc.)
Certificate of Parent. Company shall have received a certificate executed for and on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(e) have been satisfied (the “Parent Certificate”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Twilio Inc), Agreement and Plan of Reorganization (Twilio Inc)
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company set forth in Section 7.3(a) 6.3 hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Gartner Inc)
Certificate of Parent. The Company shall have received from the --------------------- Parent a certificate executed on behalf of Parent by an officer of Parent for its Chief Executive Officer and on its behalf Chief Financial Officer to the effect that, as of the Closing Effective Time, the conditions to the obligations of Company set forth in Section 7.3(aSections 6.3 (a) and (f) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Emachines Inc /De/)
Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by an a Vice President or higher level officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of Parent by an executive officer of 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 7.3(a5.3(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 (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a6.3(a) hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Arts Inc.)
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an officer of 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 7.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Barracuda Networks Inc)
Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by an officer of 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 7.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. Company shall have received a certificate executed on behalf of Parent and Sub by an officer of Parent 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 7.3(a) 7.3 have been satisfied (unless otherwise waived by the “Parent Certificate”Company).
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) and Section 7.3(b) have been satisfied (the “Parent Certificate”).satisfied. ACTIVE/108710474.16
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Therapeutics, Inc.)
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) 6.3 hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of Parent. The Company shall have received a certificate from Parent, validly executed on behalf of Parent by an officer of 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 7.3(a) have been satisfied (unless otherwise waived by the “Parent Certificate”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 executed for and on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a6.3(a) and Section 6.3(b) have been satisfied (the “Parent Certificate”).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PagerDuty, Inc.)
Certificate of Parent. Parent shall executed and delivered to the Company shall have received a certificate executed on behalf of Parent by an officer of Parent for (the “Parent Officer’s Certificate”) and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(aSections 5.3(a), (b) have been satisfied and (the “Parent Certificate”)e) are satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Altimmune, Inc.)
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company set forth in Section 7.3(a) 5.3 hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a6.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of Parent by an executive officer of 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 7.3(a5.3(a) and Section 5.3(b) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company condition set forth in Section 7.3(aSECTIONS 6.3(a) and 6.3(b) hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an a duly authorized officer of 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 7.3(aSections 6.2(a) and 6.2(b) hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Staktek Holdings Inc)
Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of 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 7.3(a) 6.3 have been satisfied in full (unless otherwise waived in accordance with the “Parent Certificate”terms hereof).
Appears in 1 contract
Samples: Operating Agreement (Global Partner Acquisition Corp.)
Certificate of Parent. The Company shall have received a --------------------- certificate executed on behalf of Parent by an officer of Parent for and on its behalf the Chief Executive Officer or the 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 Company Parent and Sub set forth in this Section 7.3(a) 7.3 have been satisfied (unless otherwise waived in accordance with the “Parent Certificate”terms hereof).
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of Parent by an a duly authorized officer of 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 7.3(a6.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. Company shall have received a certificate executed for and on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a6.3(b) have been satisfied (the “Parent Certificate”).
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section Sections 7.3(a) and 7.3(b) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Escrow Agreement (Repligen Corp)
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company set forth in Section 7.3(a) 5.3 hereof have been satisfied (the “Parent Certificate”).satisfied. Article VI
Appears in 1 contract
Certificate of Parent. The Company shall have received a --------------------- certificate executed on behalf of Parent signed by an a duly authorized officer of Parent for and on its behalf to the effect that, as of the Closing Closing, each and every one of the conditions to the obligations of the Company set forth in this Section 7.3(a) 6.2 have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an authorized officer of 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 7.3(aSECTION 6.3(a) have been satisfied (the “Parent Certificate”)in full.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of Parent. The Company shall have received a --------------------- certificate executed on behalf of Parent by an officer of Parent for and on its behalf the Chief Executive Officer to the effect that, of Section 7.3(a) as of the Closing and that the conditions to the obligations of Company Parent and Sub set forth in this Section 7.3(a) 7.3 have been satisfied (unless otherwise waived in accordance with the “Parent Certificate”terms hereof).
Appears in 1 contract
Samples: Agreement and Plan (Krooss John)
Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of the Parent by an officer of 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 7.3(a) and (b) have been satisfied in full (unless otherwise waived in accordance with the “Parent Certificate”terms hereof).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Partner Acquisition Corp.)
Certificate of Parent. Company shall have received a certificate from Parent, validly executed on behalf of Parent by an officer of Parent for and an on its Parent’s behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) and Section 7.3(b) have been satisfied (the “Parent Closing Certificate”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Freedom Acquisition I Corp.)
Certificate of Parent. The Company shall have received been provided with a certificate executed on behalf of Parent by an officer of Parent for and on its behalf Parent's Chief Financial Officer to the effect that, as of the Closing Date, each of the conditions to the obligations of Company set forth in Section 7.3(a) have 7.01 has been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp)
Certificate of Parent. The Company shall have has received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate executed for and on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) and 7.3(b) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) 5.3 hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of Parent. The Company shall have received a certificate executed for and on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Procore Technologies, Inc.)
Certificate of Parent. The Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent its Chief Executive Officer for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company set forth in Section 7.3(a) have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a6.3(a) have been satisfied (the “Parent Certificate”)are satisfied.
Appears in 1 contract
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company condition set forth in Section 7.3(aSections 6.3(a) and 6.3(b) hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by an officer of Parent for and on its behalf to the effect that, as of the Closing Closing, the conditions to the obligations of Company set forth in Section 7.3(a6.3(a) have been satisfied (the “Parent Certificate”)are satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Certificate of Parent. Company shall have received a certificate certificate, validly executed on behalf of Parent by an officer of Parent a Vice President for and on its behalf to the effect that, as of the Closing the conditions to the obligations of Company set forth in Section 7.3(aSections 6.3(a) and 6.3(b) hereof have been satisfied (the “Parent Certificate”)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)