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: Agreement and Plan of Merger (Sharecare, Inc.), Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, 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: Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Rithm Capital Corp.), Agreement and Plan of Merger (Sculptor Capital Management, 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 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: Agreement and Plan of Merger, Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger
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: Agreement and Plan of Merger (Eargo, Inc.), Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.), Agreement and Plan of Merger (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: Agreement and Plan of Merger, Agreement and Plan of Merger (Frontier Communications Parent, Inc.), Agreement and Plan of Merger (Verizon Communications Inc)
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: Agreement and Plan of Merger (Avangrid, Inc.), Agreement and Plan of Merger (Cellular Biomedicine Group, 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: Agreement and Plan of Merger (BIO-TECHNE Corp), Agreement and Plan of Merger (Techne Corp /Mn/)
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: Agreement and Plan of Merger (Model N, Inc.), Agreement and Plan of Merger (Inovalon Holdings, 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: Agreement and Plan of Merger (Retail Opportunity Investments Partnership, LP), Agreement and Plan of Merger (Apartment Income REIT, L.P.)
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: Agreement and Plan of Merger (Brocade Communications Systems Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Skillz Inc.), Agreement and Plan of Merger (Okta, 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(a) and Section 7.3(b) are satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pcm, Inc.), Agreement and Plan of Merger (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 8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been satisfied (the “Parent Closing Certificate”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Syneos Health, Inc.), Agreement and Plan of Merger (Cbeyond, 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(a6.3(a) and Section 7.3(b6.3(b) are satisfiedsatisfied or waived.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reven Housing REIT, Inc.), Agreement and Plan of Merger (KBS Strategic Opportunity REIT, 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: Agreement and Plan of Merger (FBR & Co.), Agreement and Plan of Merger (B. Riley Financial, 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: Agreement and Plan of Merger (Seracare Life Sciences 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(a8.3(a) and Section 7.3(b8.3(b) are satisfiedsatisfied or waived.
Appears in 1 contract
Samples: Agreement and Plan of Merger (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: Agreement and Plan of Merger (Arc Document Solutions, 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
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: Agreement and Plan of Merger (AgroFresh Solutions, 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
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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (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 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
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
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: Agreement and Plan of Merger (Rubios Restaurants 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 satisfied.have been satisfied ARTICLE VIII
Appears in 1 contract
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 a duly authorized officer of Parent certifying (in his or her or their capacity as such and not in his or her or their personal capacity and without any personal liability) that the conditions set forth in Section 7.3(a8.3(a) and Section 7.3(b) are 8.3(b), solely as such conditions relate to Parent, have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Textainer Group Holdings LTD)
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: Agreement and Plan of Merger (Century Therapeutics, 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
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: Agreement and Plan of Merger (Cotiviti Holdings, Inc.)
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: Agreement and Plan of Merger (Patient Infosystems Inc)
