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 (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.), Merger Agreement (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: Merger Agreement (Boeing Co), Merger Agreement (Spirit AeroSystems Holdings, Inc.), Merger Agreement (Boeing 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 3 contracts
Samples: Merger Agreement, Merger Agreement (LHC Group, Inc), Merger Agreement (Change Healthcare Inc.)
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: Merger Agreement (Sculptor Capital Management, Inc.), Merger Agreement (Rithm Capital Corp.), Merger Agreement (Sculptor Capital Management, 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: Merger Agreement (Gentiva Health Services Inc), Merger Agreement (Odyssey Healthcare Inc)
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: Merger Agreement (Model N, Inc.), Merger Agreement (Inovalon 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: Merger Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/)
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: Merger Agreement (Hill-Rom Holdings, Inc.), Merger Agreement (Baxter International 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: Merger Agreement (Reven Housing REIT, Inc.), Merger Agreement (KBS Strategic Opportunity REIT, Inc.)
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: Merger Agreement (FBR & Co.), Merger Agreement (B. Riley Financial, 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: Merger Agreement (AeroGrow International, Inc.), Merger Agreement (SMG Growing Media, Inc.)
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. 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
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
Samples: Merger Agreement (Virtusa Corp)
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
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
Samples: Merger Agreement (Edgar Online Inc)
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
Samples: Merger Agreement (Techne Corp /Mn/)
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
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
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: Merger Agreement (Biohaven Pharmaceutical Holding Co 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(b) and Section 8.2(c6.2(c) have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (BIO-TECHNE Corp)
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 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: Merger Agreement (Advance America, Cash Advance Centers, 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 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
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
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