EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to the Seller a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from the Buyer appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of Buyer Common Stock in exchange for all outstanding shares of Seller Common Stock and has deposited with the Exchange Agent sufficient funds to pay a reasonable estimate of the cash payments necessary to pay for fractional share interest.
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to the Company a certificate, dated as of the Effective Time, to the effect that Parent has deposited with the Exchange Agent sufficient funds to pay the aggregate cash payments required to be paid pursuant to Section 3.1(b).
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to JCN a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from Highwoods appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of Highwoods Common Stock in exchange for outstanding shares of JCN Common Stock and that Highwoods has deposited with the Exchange Agent sufficient funds to pay a reasonable estimate of the cash payments necessary to make all fractional share payments as required by Section 3.6.
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to IRT a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from the Company appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of Company Common Stock in exchange for outstanding shares of IRT Common Stock and that the Company has deposited with the Exchange Agent sufficient funds to pay the Aggregate Cash Amount required to be paid pursuant to Article II.
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to Frontstep a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from MAPICS appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of MAPICS Common Stock in exchange for outstanding shares of Frontstep Common Stock and that MAPICS has deposited with the Exchange Agent sufficient funds to pay a reasonable estimate of the cash payments necessary to make all fractional share payments as required by Section 3.4.
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to Target a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from Buyer appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of Buyer Common Stock in exchange for outstanding shares of Target Common Stock.
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to ONElist a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from eGroups appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of eGroups Common Stock and eGroups Series C Preferred Stock in exchange for outstanding shares of ONElist Capital Stock.
EXCHANGE AGENT CERTIFICATION. The institution selected by Purchaser ----------------------------- to serve as Exchange Agent shall have delivered to the Company a certificate, dated as of the Effective Time, to the effect that Purchaser has deposited with the Exchange Agent sufficient funds to make the Cash Payments.
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to Leader a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from UPC appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of UPC Common Stock in exchange for all outstanding shares of Leader Common Stock and has deposited with the Exchange Agent sufficient funds to pay a reasonable estimate of the cash payments necessary to make all fractional share payments as required by Section 3.4 of this Agreement.
EXCHANGE AGENT CERTIFICATION. The Exchange Agent shall have delivered to Target a certificate, dated as of the Effective Time, to the effect that the Exchange Agent has received from Buyer appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of Buyer Common Stock in exchange for outstanding shares of Target Common Stock. ARTICLE 10
