Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.)
Company Closing Certificate. Parent shall have received a certificate duly executed signed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth in Section 8.2(a6.2(a), Section 8.2(b6.2(b) and Section 8.2(c6.2(c) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Spirit AeroSystems Holdings, Inc.), Agreement and Plan of Merger (Boeing Co)
Company Closing Certificate. Parent shall have received a certificate duly certificate, dated the Closing Date and executed on behalf of the Company by a duly authorized an executive officer of the Company (the “Company Closing Certificate”) certifying that the conditions set forth in Section 8.2(a7.02(a), Section 8.2(b7.02(b), Section 7.02(c) and Section 8.2(c7.02(d) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Rithm Capital Corp.)
Company Closing Certificate. Parent shall have received at Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer the Chief Executive Officer of the Company certifying that the conditions set forth in Section 8.2(a7.2(a), Section 8.2(b7.2(b) and Section 8.2(c7.2(d) have been are satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized an executive officer of the Company certifying that the conditions set forth Section in Sections 8.2(a), Section 8.2(b) and Section 8.2(c8.2(d) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LHC Group, Inc), Agreement and Plan of Merger (Change Healthcare Inc.)
Company Closing Certificate. Parent shall have received a certificate duly executed of the Company, dated as of the Closing Date, signed by an officer of the Company certifying for and on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avangrid, Inc.), Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer the Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that the conditions set forth in Section 8.2(a6.2(a), Section 8.2(b6.2(b) and Section 8.2(c6.2(c) have been satisfiedare satisfied or waived.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KBS Strategic Opportunity REIT, Inc.), Agreement and Plan of Merger (Reven Housing REIT, Inc.)
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer the Chief Executive Officer of the Company certifying that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been are satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)
Company Closing Certificate. Parent shall have received a certificate certificate, dated as of the Closing Date, and duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baxter International Inc), Agreement and Plan of Merger (Hill-Rom Holdings, Inc.)
Company Closing Certificate. Parent shall have received a certificate from Company, dated the Closing Date, duly executed on behalf of the Company by a duly authorized an officer of the Company certifying that the conditions set forth in Section 8.2(a), 8.2(a)(i) and Section 8.2(b) with respect to Company and Section 8.2(c8.3(c) have been satisfied.
Appears in 2 contracts
Samples: Release Agreement (Lawson Products Inc/New/De/), Release Agreement (Lawson Products Inc/New/De/)
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company by a duly its authorized officer of representative to the Company certifying effect that the conditions set forth Section 8.2(ain Sections 7.02(a), Section 8.2(b7.02(b) and Section 8.2(c7.02(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Model N, Inc.), Agreement and Plan of Merger (Inovalon Holdings, Inc.)
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer the Chief Executive Officer or the Chief Financial Officer of the Company certifying that the conditions set forth in Section 8.2(a), Section 8.2(b7.2(a) and Section 8.2(c7.2(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc), Agreement and Plan of Merger (Gentiva Health Services Inc)
Company Closing Certificate. Parent shall have received from the Company a certificate duly executed on behalf certificate, dated as of the Company Closing Date and signed by a duly an authorized officer of the Company Company, certifying to the effect that the conditions set forth Section 8.2(ain Sections 7.02(a), Section 8.2(b7.02(b) and Section 8.2(c7.02(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.)
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized the chief executive officer of the Company certifying that the conditions set forth in Section 8.2(a7.02(a), Section 8.2(b7.02(b) and Section 8.2(c7.02(d) have been satisfied.
Appears in 1 contract
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer the Chief Executive Officer or the Chief Financial Officer of the Company certifying that the conditions set forth in Section 8.2(a7.2(a), Section 8.2(b) 7.2(b), Section 7.2(c), and Section 8.2(c7.2(f) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advance America, Cash Advance Centers, Inc.)
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer of the Company (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the conditions set forth Section 8.2(a), Section 8.2(bin Sections 4.2(a) and Section 8.2(c4.2(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biohaven Pharmaceutical Holding Co Ltd.)
Company Closing Certificate. Parent shall have received a certificate duly executed signed on behalf of the Company by a duly authorized the chief executive officer and the chief financial officer of the Company certifying to the effect that the conditions set forth Section 8.2(ain Sections 7.2(a), Section 8.2(b(b), (d) and Section 8.2(c(e) have been satisfiedsatisfied as of the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rubios Restaurants Inc)
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of from the Company a certificate, dated the Closing Date and signed by a duly an authorized officer of the Company Company, certifying to the effect that the conditions set forth Section 8.2(ain Sections 7.02(a), Section 8.2(b7.02(b) and Section 8.2(c7.02(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hemisphere Media Group, Inc.)
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer the Chief Executive Officer of the Company certifying that the conditions set forth he has read Section 8.2(a), Section 8.2(b) and Section 8.2(c8.2(d) have been and that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(d) are satisfied.
Appears in 1 contract
Samples: Merger Agreement
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company by a duly its authorized officer of representative (the "Company certifying Closing Certificate") to the effect that the conditions set forth in Section 8.2(a8.02(a), Section 8.2(b8.02(b) and Section 8.2(c8.02(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cotiviti Holdings, Inc.)
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company signed by a duly authorized an executive officer of the Company certifying Company, dated the Closing Date, confirming that the conditions set forth in Section 8.2(a7.3(a), Section 8.2(b7.3(b) and Section 8.2(c7.3(c) have been satisfied.
Appears in 1 contract
Company Closing Certificate. Parent shall must have received a certificate duly executed on behalf of the Company by a duly authorized an officer of the Company certifying (the “Closing Certificate”) representing and warranting on behalf of the Company that the conditions applicable to the Company set forth Section 8.2(a), Section 8.2(bin Sections 6.2(b) and Section 8.2(c6.2(c) have been satisfied.
Appears in 1 contract
Company Closing Certificate. Parent shall have received a certificate duly executed signed on behalf of the Company by a duly authorized the chief executive officer and chief financial officer of the Company certifying to the effect that the conditions set forth in Section 8.2(a7.2(a), Section 8.2(b7.2(b) and Section 8.2(c7.2(c) have been satisfiedsatisfied as of the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seracare Life Sciences Inc)
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that (in his or her or their capacity as such and not in his or her or their personal capacity and without any personal liability) the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Textainer Group Holdings LTD)
Company Closing Certificate. Parent shall have received at the Closing a certificate duly executed signed on behalf of the Company by a duly authorized officer the Chief Executive Officer or the Chief Financial Officer of the Company certifying that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfiedare satisfied or waived.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest City Realty Trust, Inc.)
Company Closing Certificate. Parent shall have received a certificate certificate, dated as of the Closing Date and duly executed on behalf of the Company by a duly authorized an officer of the Company certifying that the conditions set forth in Section 8.2(a7.02(a), Section 8.2(b7.02(b) and Section 8.2(c7.02(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apartment Income REIT, L.P.)
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized an executive officer of the Company certifying that the conditions set forth in Section 8.2(a8.2(a), Section 8.2(b8.2(b) and Section 8.2(c8.2(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Group, Inc.)
Company Closing Certificate. Parent shall have received a certificate duly executed signed on behalf of the Company by a duly authorized the chief executive officer or chief financial officer of the Company certifying confirming that the conditions set forth Section 8.2(a), Section 8.2(bin Sections 7.2(a) and Section 8.2(c(b) have been satisfied.
Appears in 1 contract
Company Closing Certificate. Parent shall have received a certificate duly executed on behalf of the Company by a duly its authorized officer of representative (the “Company certifying Closing Certificate”) to the effect that the conditions set forth Section 8.2(ain Sections 8.02(a), Section 8.2(b8.02(b) and Section 8.2(c8.02(c) have been satisfied.
Appears in 1 contract
Company Closing Certificate. Public Parent and Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that (in his or her or their capacity as such and not in his or her or their personal capacity and without any personal liability) the conditions set forth in Section 8.2(a9.2(a), Section 8.2(b9.2(b) and Section 8.2(c9.2(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triton International LTD)
Company Closing Certificate. Parent shall must have received a certificate duly executed on behalf of the Company by a duly authorized an officer of the Company certifying (the “Closing Certificate”) representing and warranting on behalf of the Company that the conditions applicable to the Company set forth Section 8.2(a), Section 8.2(bin Sections 6.2(a) and Section 8.2(c6.2(b) have been satisfied.
Appears in 1 contract
