Common use of Officer Certificate Clause in Contracts

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).

Appears in 20 contracts

Samples: Merger Agreement (TDCX Inc.), Merger Agreement (Genetron Holdings LTD), Merger Agreement (O2micro International LTD)

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Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 14 contracts

Samples: Merger Agreement (Bojangles', Inc.), Agreement and Plan of Merger (Alibaba Group Holding LTD), Merger Agreement (Ali YK Investment Holding LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(d).

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Merger Agreement (Chuanwei Zhang), Merger Agreement (China Ming Yang Wind Power Group LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 11 contracts

Samples: Merger Agreement (Kongzhong Corp), Merger Agreement (Qunar Cayman Islands Ltd.), Merger Agreement (E-Commerce China Dangdang Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(e).

Appears in 11 contracts

Samples: Merger Agreement (Yao Jinbo), Merger Agreement (58.com Inc.), Agreement and Plan of Merger (Ctrip Investment Holding Ltd.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 10 contracts

Samples: Merger Agreement (Sina Corp), Merger Agreement (Kongzhong Corp), Merger Agreement (Qunar Cayman Islands Ltd.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a) and Section 7.03(b8.02(b).

Appears in 8 contracts

Samples: Merger Agreement (Asv Holdings, Inc.), Merger Agreement (Metaldyne Performance Group Inc.), Merger Agreement (Sequoia Capital China I Lp)

Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Parent in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.2(a), 8.2(b) and Section 7.03(b8.2(c).

Appears in 8 contracts

Samples: Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).

Appears in 8 contracts

Samples: Merger Agreement (ChinaEquity USD Fund I L.P.), Merger Agreement (Cnshangquan E-Commerce Co., Ltd.), Merger Agreement (Mecox Lane LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(c).

Appears in 6 contracts

Samples: Merger Agreement (Navios Maritime Holdings Inc.), Merger Agreement (SKY-MOBI LTD), Merger Agreement (Cnshangquan E-Commerce Co., Ltd.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an the President or any executive officer of Parentthe Company, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).

Appears in 5 contracts

Samples: Merger Agreement (Brands Holdings LTD), Merger Agreement (Everlast Worldwide Inc), Merger Agreement (Horowitz Seth)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the President or any Senior Vice President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 5 contracts

Samples: Merger Agreement (Chippac Inc), Agreement and Plan of Merger and Reorganization (Temasek Holdings LTD), Merger Agreement (Chippac Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(c).

Appears in 5 contracts

Samples: Merger Agreement (Silk Road Medical Inc), Merger Agreement (Axonics, Inc.), Merger Agreement (Boston Scientific Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(d).

Appears in 5 contracts

Samples: Business Combination Agreement (Andretti Acquisition Corp.), Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Senior Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Temasek Holdings LTD), Merger Agreement (Chippac Inc), Merger Agreement (Chippac Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the President or any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).

Appears in 5 contracts

Samples: Merger Agreement (Brands Holdings LTD), Merger Agreement (Everlast Worldwide Inc), Merger Agreement (Horowitz Seth)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).

Appears in 4 contracts

Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a) and Section 7.03(b6.3(b).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (FMG Acquisition Corp), Merger Agreement (Employers Holdings, Inc.), Merger Agreement (Amcomp Inc /Fl)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 4 contracts

Samples: Merger Agreement (Silk Road Medical Inc), Merger Agreement (Axonics, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).

Appears in 4 contracts

Samples: Merger Agreement (Cepheid), Merger Agreement (Wang Benson Haibing), Merger Agreement (Taomee Holdings LTD)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).

Appears in 4 contracts

Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Atrion Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 4 contracts

Samples: Merger Agreement (Bojangles', Inc.), Merger Agreement (Danaher Corp /De/), Merger Agreement (Wausau Paper Corp.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of that the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b)8.02(c) have been satisfied.

Appears in 3 contracts

Samples: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Aegion Corp), Merger Agreement (Sonic Corp)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).

Appears in 3 contracts

Samples: Merger Agreement (Navios Maritime Holdings Inc.), Merger Agreement (Asv Holdings, Inc.), Merger Agreement (Metaldyne Performance Group Inc.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).

Appears in 3 contracts

Samples: Merger Agreement (Swank, Inc.), Merger Agreement (Nuco2 Inc /Fl), Merger Agreement (Landrys Restaurants Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).

Appears in 3 contracts

Samples: Merger Agreement (iKang Healthcare Group, Inc.), Agreement and Plan of Merger (Shanda Games LTD), Merger Agreement (China Mobile Games & Entertainment Group LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.2(a), 6.2(b) and Section 7.03(b6.2(e).

Appears in 3 contracts

Samples: Merger Agreement (FMG Acquisition Corp), Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.), Agreement and Plan of Merger (FMG Acquisition Corp)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of that the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b)8.03(b) have been satisfied.

Appears in 3 contracts

Samples: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Aegion Corp), Merger Agreement (Sonic Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(d).

Appears in 3 contracts

Samples: Amalgamation Agreement, Amalgamation Agreement (Global Sources LTD /Bermuda), Merger Agreement (Synutra International, Inc.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b(b).

Appears in 2 contracts

Samples: Merger Agreement (American Safety Insurance Holdings LTD), Merger Agreement (Zenith National Insurance Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(a) Sections 7.2(a), (b), and Section 7.03(b(e).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Merger Agreement (FlatWorld Acquisition Corp.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 2 contracts

Samples: Merger Agreement (American Safety Insurance Holdings LTD), Merger Agreement (Zenith National Insurance Corp)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 2 contracts

Samples: Merger Agreement (CNL Retirement Properties Inc), Merger Agreement (Health Care Property Investors Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).

Appears in 2 contracts

Samples: Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(e).

Appears in 2 contracts

Samples: Merger Agreement (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying on behalf of the Company as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).

Appears in 2 contracts

Samples: Merger Agreement (Enstar Group LTD), Merger Agreement (SeaBright Holdings, Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Administrative Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 2 contracts

Samples: Merger Agreement (Mayors Jewelers Inc/De), Merger Agreement (Henry Birks & Sons Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).

Appears in 2 contracts

Samples: Merger Agreement (Corn Products International Inc), Merger Agreement (Bunge LTD)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).

Appears in 2 contracts

Samples: Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(b7.02(b).

Appears in 2 contracts

Samples: Merger Agreement (Nord Anglia Education, Inc.), Merger Agreement (Avolon Holdings LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and 7.02(a), Section 7.03(b7.02(b),and Section 7.02(e).

Appears in 2 contracts

Samples: Merger Agreement (Tang Liang), Merger Agreement (Ossen Innovation Co. Ltd.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer and Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).

Appears in 2 contracts

Samples: Merger Agreement (Verticalnet Inc), Merger Agreement (E-Z-Em, Inc.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an a duly authorized executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).

Appears in 2 contracts

Samples: Merger Agreement (Roanoke Electric Steel Corp), Merger Agreement (Steel Dynamics Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of that the conditions specified in Section 7.03(a) and Section 7.03(b)) have been satisfied.

Appears in 2 contracts

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

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a), 6.3(b) and Section 7.03(b6.3(e).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.), Business Combination Agreement (57th Street General Acquisition Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the President or any Executive Vice President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 2 contracts

Samples: Merger Agreement (Commonwealth Industries Inc/De/), Merger Agreement (Imco Recycling Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a director or officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).

Appears in 2 contracts

Samples: Merger Agreement (Ma Baoli), Merger Agreement (BlueCity Holdings LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(bthrough 7.02(c).

Appears in 2 contracts

Samples: Merger Agreement (Wang Benson Haibing), Merger Agreement (Taomee Holdings LTD)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).

Appears in 2 contracts

Samples: Merger Agreement (Verticalnet Inc), Merger Agreement (E-Z-Em, Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a7.2(a) and through Section 7.03(b7.2(c).

Appears in 2 contracts

Samples: Merger Agreement (Ren Jinsheng), Merger Agreement (Simcere Pharmaceutical Group)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(d).

Appears in 2 contracts

Samples: Merger Agreement (Quantum Computing Inc.), Business Combination Agreement (New Beginnings Acquisition Corp.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a) and Section 7.03(b8.02(b).

Appears in 2 contracts

Samples: Merger Agreement (Bunge LTD), Merger Agreement (Corn Products International Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(b7.2(b).

Appears in 2 contracts

Samples: Merger Agreement (Trustreet Properties Inc), Merger Agreement (Trustreet Properties Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a), 7.03(b) and Section 7.03(b7.03(c).

Appears in 2 contracts

Samples: Merger Agreement (Ispat International Nv), Merger Agreement (International Steel Group Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 2 contracts

Samples: Merger Agreement (CNL Retirement Properties Inc), Merger Agreement (Health Care Property Investors Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying on behalf of Parent as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b(b).

Appears in 2 contracts

Samples: Merger Agreement (SeaBright Holdings, Inc.), Merger Agreement (Enstar Group LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.2(a), (b), (e) and Section 7.03(b(f).

Appears in 2 contracts

Samples: Merger Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 2 contracts

Samples: Merger Agreement (Mayors Jewelers Inc/De), Merger Agreement (Henry Birks & Sons Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a7.3(a) and Section 7.03(b7.3(b).

Appears in 2 contracts

Samples: Merger Agreement (Simcere Pharmaceutical Group), Merger Agreement (Ren Jinsheng)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(e) and Section 7.03(b7.02(f).

Appears in 2 contracts

Samples: Merger Agreement (TDCX Inc.), Merger Agreement (WuXi PharmaTech (Cayman) Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of that the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b)7.02(c) have been satisfied.

Appears in 2 contracts

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

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Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Executive Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 2 contracts

Samples: Merger Agreement (Imco Recycling Inc), Merger Agreement (Commonwealth Industries Inc/De/)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a), 7.03(b) and Section 7.03(b7.03(c).

Appears in 2 contracts

Samples: Merger Agreement (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(d).

Appears in 2 contracts

Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a), (b) and Section 7.03(b(e).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (Camden Learning CORP)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a), (b) and Section 7.03(b(e).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Merger Agreement (FlatWorld Acquisition Corp.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the chief executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 2 contracts

Samples: Merger Agreement (Epocrates Inc), Merger Agreement (Athenahealth Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(c) and Section 8.02(d).

Appears in 2 contracts

Samples: Merger Agreement (Ma Baoli), Merger Agreement (BlueCity Holdings LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the Closing, signed by an the chief executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 2 contracts

Samples: Merger Agreement (Athenahealth Inc), Merger Agreement (Epocrates Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an a duly authorized executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(b7.2(b).

Appears in 2 contracts

Samples: Merger Agreement (Roanoke Electric Steel Corp), Merger Agreement (Steel Dynamics Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 2 contracts

Samples: Merger Agreement (Ispat International Nv), Merger Agreement (International Steel Group Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer authorized signatory of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).

Appears in 2 contracts

Samples: Merger Agreement (Trustreet Properties Inc), Merger Agreement (Trustreet Properties Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a‎Section 7.02‎(a), ‎Section 7.02‎(b) and Section 7.03(b‎Section 7.02(c).

Appears in 1 contract

Samples: Merger Agreement (Shanda Games LTD)

Officer Certificate. Parent shall must have delivered to the Company a certificate, dated the date of the Closing, signed by an any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).

Appears in 1 contract

Samples: Merger Agreement (Landrys Restaurants Inc)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an chief executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 6.02(a) and Section 7.03(b6.02(b).

Appears in 1 contract

Samples: Merger Agreement (Baidu, Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(b7.02(b).

Appears in 1 contract

Samples: Merger Agreement (Cepheid)

Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive any director or officer of Parentthe Parent in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).

Appears in 1 contract

Samples: Business Combination Agreement (Learn CW Investment Corp)

Officer Certificate. The Parent shall have delivered to received a certificate from the Company a certificateCompany, dated as the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(a), Section 7.03(b) and Section 7.03(b7.03(c).

Appears in 1 contract

Samples: Business Combination Agreement (Learn CW Investment Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the Chief Executive Officer or the Chief Finance Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).

Appears in 1 contract

Samples: Business Combination Agreement (Cambridge Capital Acquisition Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed certificate executed by an a duly authorized executive officer of Parentthe Company, dated as of the Closing Date, certifying as to the satisfaction of that the conditions specified set forth in Section 7.03(a7.3(a), Section 7.3(b) and Section 7.03(b)7.3(c) have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Luxoft Holding, Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).

Appears in 1 contract

Samples: Merger Agreement (China Nepstar Chain Drugstore Ltd.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).

Appears in 1 contract

Samples: Merger Agreement (Trunkbow International Holdings LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b(b).

Appears in 1 contract

Samples: Merger Agreement (Zonagen Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).. 52

Appears in 1 contract

Samples: Merger Agreement (Boston Scientific Corp)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(bthrough 7.2(c).

Appears in 1 contract

Samples: Merger Agreement (Trunkbow International Holdings LTD)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a) Sections 7.02(a), 7.02(b), and Section 7.03(b7.02(d).

Appears in 1 contract

Samples: Merger Agreement (Feihe International Inc)

Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of the Parent, certifying dated as to the satisfaction of the conditions specified Closing Date, certifying the matters set forth in Section 7.03(a) Sections 10.1 and Section 7.03(b)10.2.

Appears in 1 contract

Samples: Merger Agreement (BioScrip, Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a) and Section 7.03(b8.02(b).

Appears in 1 contract

Samples: Merger Agreement (Medical Nutrition Usa Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an a director or senior executive officer of Parent, certifying as to the satisfaction fulfilment of the conditions specified in Section 7.03(a8.3(a) and Section 7.03(b8.3(b).

Appears in 1 contract

Samples: Merger Agreement (Fuling Global Inc.)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingEffective Time, signed by an executive authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b(b).

Appears in 1 contract

Samples: Merger Agreement (Zonagen Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections ‎7.03(a) and Section 7.03(b‎7.03(b).

Appears in 1 contract

Samples: Merger Agreement (Tarena International, Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.03(b‎Section 7.02‎(e).

Appears in 1 contract

Samples: Merger Agreement (Genetron Holdings LTD)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President and Chief Executive Officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).

Appears in 1 contract

Samples: Merger Agreement (Ddi Corp)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a10.03(a), Section 10.03(b) and Section 7.03(b10.03(d).

Appears in 1 contract

Samples: Business Combination Agreement (McAp Acquisition Corp)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).

Appears in 1 contract

Samples: Merger Agreement (Medical Nutrition Usa Inc)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a director of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).

Appears in 1 contract

Samples: Merger Agreement (iKang Healthcare Group, Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an authorized executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b), Section 8.02(c) and Section 7.03(b8.02(d).

Appears in 1 contract

Samples: Merger Agreement (LAIX Inc.)

Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penn Millers Holding Corp)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying dated as to the satisfaction of the conditions specified Closing Date, certifying the matters set forth in Section 7.03(a) Sections 8.1 and Section 7.03(b)8.2 with respect to Xxxxxx and Merger Sub.

Appears in 1 contract

Samples: Merger Agreement (Owens & Minor Inc/Va/)

Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a director or officer of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b)7.3(b) .

Appears in 1 contract

Samples: Merger Agreement (3SBio Inc.)

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