Common use of Certificates of Good Standing Clause in Contracts

Certificates of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the Company.

Appears in 2 contracts

Samples: Draft Agreement (Nuance Communications, Inc.), Merger Agreement (Nuance Communications, Inc.)

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Certificates of Good Standing. Parent shall have received a long-long form certificate of good standing from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company or any of its subsidiaries is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the CompanyCompany and such subsidiaries.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (FOTV Media Networks Inc.)

Certificates of Good Standing. Parent shall have received (i) a long-long form certificate of good standing from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the Company.

Appears in 2 contracts

Samples: Merger Agreement (Gartner Inc), Merger Agreement (Nuance Communications, Inc.)

Certificates of Good Standing. Parent shall have received (i) a long-long form certificate of good standing of the Company from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the Company.. 57

Appears in 1 contract

Samples: Merger Agreement (Yext, Inc.)

Certificates of Good Standing. Parent shall have received (i) a long-long form certificate of good standing from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company or a Company Subsidiary is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the CompanyCompany and each Company Subsidiary.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

Certificates of Good Standing. Parent shall have received a long-long form certificate of good standing for the Company from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of which is to be Delaware dated within a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 1 contract

Samples: Merger Agreement (Audience Inc)

Certificates of Good Standing. Parent shall have received a long-form certificate certificates of good standing standing, dated within three (3) Business Days prior to the Closing, with respect to the Company and each of its Subsidiaries from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction Delaware (in which the Company is qualified to do business, each case of which is to be dated within a reasonable period prior to Closing with respect to the Company) or from the applicable Governmental Entity in the jurisdiction of its incorporation or organization (in the case of any of the Company’s Subsidiaries).

Appears in 1 contract

Samples: Merger Agreement (FireEye, Inc.)

Certificates of Good Standing. Parent shall have received deliver a long-form certificate of good standing from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction in which the Company Delaware that is qualified to do business, each of which is to be dated within a reasonable period two (2) business days prior to Closing with respect to the CompanyParent.

Appears in 1 contract

Samples: Merger Agreement (Altiris Inc)

Certificates of Good Standing. Parent shall have received a long-form certificate of good standing for the Company from the Secretary of State of the State of Delaware, and a certificates of good standing certificate from or reasonable equivalents thereto for each jurisdiction Company Subsidiary in the jurisdictions in which the Company is qualified to they do business, each of which is to be dated within a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 1 contract

Samples: Merger Agreement (Business Objects S.A.)

Certificates of Good Standing. Parent shall have received a long-form long‑form certificate of good standing from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of Delaware which is to be dated within a reasonable period two Business Days prior to the Closing with respect to the Company. Parent shall have received a Certificate of Status of Foreign Corporation of the Company issued by the Secretary of State of the State of California and a Certificate of Entity Status from the State of California Franchise Tax Board, each dated within five Business Days prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Linkedin Corp)

Certificates of Good Standing. Parent shall have received (i) a long-long form certificate of good standing of the Company from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the Company.

Appears in 1 contract

Samples: Merger Agreement

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Certificates of Good Standing. Parent shall have received a long-long form certificate of good standing which is dated within two (2) Business Days prior to Closing with respect to the Company from the Secretary of State of the State of DelawareDelaware and, and a good standing certificate from each jurisdiction in which the Company is qualified to do businessif applicable, each of which is to be dated within a reasonable period prior to Closing with respect to the Companysubsidiaries of the Company from the applicable Governmental Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millennial Media Inc.)

Certificates of Good Standing. Parent shall have received a long-long form certificate of good standing from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the Company.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

Certificates of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of Delaware which is to be dated within a reasonable period prior to Closing with respect to the Company. With respect to each Company Subsidiary, Parent shall have received a certificate of good standing, or other comparable document, from the jurisdiction in which such Acquired Company is organized and which is dated within a reasonable period prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Tellabs Inc)

Certificates of Good Standing. Parent shall have received a long-long form certificate of good standing from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of Delaware which is to be dated within a reasonable period two Business Days prior to the Closing with respect to the Company. Parent shall have received a Certificate of Status of Foreign Corporation of the Company issued by the Secretary of State of the State of California and a Certificate of Entity Status from the State of California Franchise Tax Board, each dated within two Business Days prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Linkedin Corp)

Certificates of Good Standing. Parent shall have received (i) a long-form certificate of good standing from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company is qualified to do business, each of which is to be dated within a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comscore, Inc.)

Certificates of Good Standing. Parent shall have received a long-form certificate of good standing standing, dated within three (3) Business Days prior to the Closing, with respect to the Company from the Secretary of State of the State of Delaware, and a good standing certificate from each jurisdiction Delaware (in which the Company is qualified to do business, each case of which is to be dated within a reasonable period prior to Closing with respect to the Company) or from the applicable Governmental Entity in the jurisdiction of its incorporation or organization.

Appears in 1 contract

Samples: Merger Agreement (FireEye, Inc.)

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