Common use of Parent Closing Certificate Clause in Contracts

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 7 contracts

Samples: Merger Agreement (Sharecare, Inc.), Merger Agreement (CD&R Associates VIII, Ltd.), Merger Agreement (Cornerstone Building Brands, Inc.)

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Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer and Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Monsanto Co /New/), Merger Agreement

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are satisfied.

Appears in 3 contracts

Samples: Merger Agreement (Eargo, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.)

Parent Closing Certificate. The Company Parent shall have received at delivered to the Company a certificate, dated as of the Closing a certificate Date and signed on behalf of Parent Xxxxxx and Merger Sub by an executive officer of Parent Parent, certifying that the conditions set forth in Section 7.3(aSections 6.03(a) and Section 7.3(b6.03(b) are have been satisfied.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Verizon Communications Inc), Merger Agreement (Frontier Communications Parent, Inc.)

Parent Closing Certificate. The Company shall have received at a certificate, dated the Closing a certificate signed Date and executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are satisfiedhave been satisfied (the “Parent Closing Certificate”).

Appears in 3 contracts

Samples: Merger Agreement (Sculptor Capital Management, Inc.), Merger Agreement (Sculptor Capital Management, Inc.), Merger Agreement (Rithm Capital Corp.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 2 contracts

Samples: Merger Agreement (Pcm, Inc.), Merger Agreement (Insight Enterprises Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 7.03(a) and Section 7.3(b7.03(b) are have been satisfied.

Appears in 2 contracts

Samples: Merger Agreement (Model N, Inc.), Merger Agreement (Inovalon Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been satisfied (the “Parent Closing Certificate”).

Appears in 2 contracts

Samples: Merger Agreement (Syneos Health, Inc.), Merger Agreement (Cbeyond, Inc.)

Parent Closing Certificate. The Company shall must have received at the Closing a certificate signed executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying (the “Parent Closing Certificate”) representing and warranting that the conditions set forth in Section 7.3(aSections 6.3(a) and Section 7.3(b6.3(b) are have been satisfied.

Appears in 2 contracts

Samples: Merger Agreement (BIO-TECHNE Corp), Merger Agreement (Techne Corp /Mn/)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a6.3(a) and Section 7.3(b6.3(b) are satisfiedsatisfied or waived.

Appears in 2 contracts

Samples: Merger Agreement (KBS Strategic Opportunity REIT, Inc.), Merger Agreement (Reven Housing REIT, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been duly satisfied (the “Parent Closing Certificate”).

Appears in 2 contracts

Samples: Merger Agreement (Brocade Communications Systems Inc), Merger Agreement (Avago Technologies LTD)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer containing the representation and warranty of Parent certifying that the conditions set forth in Section 7.3(aSections 8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been duly satisfied (the “Parent Closing Certificate”).

Appears in 2 contracts

Samples: Merger Agreement (Skillz Inc.), Merger Agreement (Okta, Inc.)

Parent Closing Certificate. The Company shall have received at a certificate, dated as of the Closing a certificate signed Date and duly executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are have been satisfied.

Appears in 2 contracts

Samples: Merger Agreement (Retail Opportunity Investments Partnership, LP), Merger Agreement (Apartment Income REIT, L.P.)

Parent Closing Certificate. The Company shall have received at from Parent a certificate, dated as of the Closing a certificate Date and signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent Parent, certifying to the effect that the conditions set forth in Section 7.3(aSections ‎7.03(a) and Section 7.3(b‎7.03(b) are have been satisfied.

Appears in 2 contracts

Samples: Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Doma Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 2 contracts

Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (FBR & Co.)

Parent Closing Certificate. The Company shall have received at a certificate of Parent, dated as of the Closing a certificate Date, signed by an officer of Parent certifying for and on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a8.3(a) and Section 7.3(b8.3(b) are have been satisfied.

Appears in 2 contracts

Samples: Merger Agreement (Avangrid, Inc.), Merger Agreement (Cellular Biomedicine Group, Inc.)

Parent Closing Certificate. The Company Equityholder shall have received at a certificate from Parent, dated the Closing a certificate signed on behalf of Parent and Merger Sub Date, duly executed by an executive officer of Parent certifying with respect to Parent that the conditions set forth in Section 7.3(a8.3(a), Section 8.3(b) and Section 7.3(b8.3(c) are have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Lawson Products Inc/New/De/)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an the chief executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Virtusa Corp)

Parent Closing Certificate. The Company Parent shall have received at delivered to the Company a certificate, dated as of the Closing a certificate Date and signed on behalf of Parent and Merger Sub by an executive officer of Parent its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) are have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Hersha Hospitality Trust)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a8.3(a) and Section 7.3(b8.3(b) are satisfiedsatisfied or waived.

Appears in 1 contract

Samples: Merger Agreement (Forest City Realty Trust, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent and an officer of Merger Sub certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 1 contract

Samples: Merger Agreement (Arc Document Solutions, Inc.)

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Parent Closing Certificate. The Company shall have received at the Closing a certificate signed validly executed for and on behalf of Parent Xxxxxx and Merger Sub by an executive a duly authorized officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 1 contract

Samples: Merger Agreement (AgroFresh Solutions, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed duly executed on behalf of Parent and Merger Sub by an executive authorized officer of Parent certifying that the conditions set forth in Section 7.3(a) Sections 7.1 and Section 7.3(b) are 7.2 have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Century Therapeutics, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer the president of Parent certifying to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b(b) are satisfiedhave been satisfied as of the Closing.

Appears in 1 contract

Samples: Merger Agreement (Rubios Restaurants Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed duly executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(a8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been satisfied (the "Parent Closing Certificate").

Appears in 1 contract

Samples: Merger Agreement (Cotiviti Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an the respective chief executive officer officers and chief financial officers of Parent certifying and Merger Sub to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfiedhave been satisfied as of the Closing.

Appears in 1 contract

Samples: Merger Agreement (Seracare Life Sciences Inc)

Parent Closing Certificate. The Company shall have received at from Parent a certificate, dated the Closing a certificate Date and signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent Parent, certifying to the effect that the conditions set forth in Section 7.3(aSections ‎7.03(a) and Section 7.3(b‎7.03(b) are have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Hemisphere Media Group, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.2(a) and Section 7.3(b7.2(b) are satisfied.

Appears in 1 contract

Samples: Merger Agreement (Craft Brew Alliance, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub Subs by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 1 contract

Samples: Merger Agreement (Focus Financial Partners Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent certifying and Sub confirming that the conditions set forth in Section Sections 7.3(a) and Section 7.3(b(b) are have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Edgar Online Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub signed by an executive officer of Parent certifying Parent, dated the Closing Date, confirming that the conditions set forth in Section 7.3(a7.2(a) and Section 7.3(b7.2(b) are have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Perspecta Inc.)

Parent Closing Certificate. The Company shall have has received at the Closing a certificate signed executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying (the “Parent Closing Certificate”) representing and warranting that the conditions set forth in Section 7.3(aSections 6.3(a) and Section 7.3(b6.3(b) are have been satisfied.

Appears in 1 contract

Samples: Merger Agreement (Spectranetics Corp)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf executed by the Chief Executive Officer of Parent each of the Company and Merger Sub by an executive officer of Parent certifying confirming that the conditions set forth in Section 7.3(a) Sections 7.1, 7.2, 7.3 and Section 7.3(b) are 7.6 have been duly satisfied.

Appears in 1 contract

Samples: Merger Agreement (Patient Infosystems Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 1 contract

Samples: Merger Agreement (Irobot Corp)

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