Common use of Performance of Obligations of Parent and Merger Subsidiary Clause in Contracts

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer of Parent to such effect.

Appears in 2 contracts

Samples: Agreement and Plan (Emergent Group Inc/Ny), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc)

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Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have each performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate signed on behalf of each of Parent and Merger Subsidiary by an the chief executive officer or chief financial officer of Parent and Merger Subsidiary on their behalf to such effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pacificare Health Systems Inc /De/)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed respectively by it them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer the Chief Executive Office or the Chief Financial Office of Parent to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applera Corp)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed respectively by it them under this Agreement at or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer of Parent authorized representative to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Realpage Inc)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed respectively by it them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer the Chief Executive Officer, the Chief Financial Officer or Executive Vice President of Parent to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xto Energy Inc)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have each performed in all material respects all agreements, obligations and covenants required to be performed by or complied with it under this Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an the chief executive officer or chief financial officer of Parent and Merger Subsidiary, respectively, to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Novelos Therapeutics, Inc.)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects have performed and complied with all obligations required terms, agreements, covenants and conditions of this Agreement to be performed or complied with by it under this Agreement at them on or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer authorized representative of Parent each such entity to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Realpage Inc)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have each performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate signed on behalf of each of Parent and Merger Subsidiary Xxxxxx Xxxxxxxxxx by an the chief executive officer or chief financial officer of Parent and Xxxxxx Xxxxxxxxxx on their behalf to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed respectively by it them under this Agreement at or prior to the Closing DateDate (except for obligations that are qualified by materiality, each of which Parent and Merger Subsidiary shall have performed and complied with respectively by them in all respects after giving effect to such materiality qualification), and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer the Chief Executive Officer, the Chief Financial Officer or Executive Vice President of Parent to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cinco Resources, Inc.)

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Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent and on behalf of Merger Subsidiary by an executive officer of Parent Merger Subsidiary to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations and complied with all covenants required to be performed or complied with respectively by it them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer the Chief Executive Office or the Chief Financial Office of Parent to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zayo Group LLC)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed respectively by it them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer of Parent to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ecolab Inc)

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed in all material respects all obligations required to be performed respectively by it them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer of Parent authorized representative to such effect.

Appears in 1 contract

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

Performance of Obligations of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary shall have performed or complied with in all material respects all obligations obligations, agreements and covenants required to be performed or complied with respectively by it them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Subsidiary by an executive officer the Chief Executive Officer or the Chief Financial Officer of Parent to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Myriad Genetics Inc)

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