Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 to such effect.
Appears in 34 contracts
Samples: Merger Agreement (Sterling Chemicals Inc), Merger Agreement (International Speedway Corp), Merger Agreement (Pemstar Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 authorized signatory of Parent to such effect.
Appears in 18 contracts
Samples: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Jagged Peak, Inc.), Merger Agreement (Merge Healthcare Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 9 contracts
Samples: Merger Agreement (Unilever N V), Merger Agreement (Alberto-Culver CO), Merger Agreement (Sand Hill It Security Acquisition Corp)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed have, in all material respects respects, performed or complied with all obligations required to be performed or complied with by them it under this Agreement at or prior to by the Closing Datetime of the Closing, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent thereof to such effect.
Appears in 7 contracts
Samples: Merger Agreement (Cyan Inc), Merger Agreement (Ciena Corp), Merger Agreement (Covance Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 to such effect.
Appears in 7 contracts
Samples: Merger Agreement, Merger Agreement (Red Hat Inc), Merger Agreement (International Business Machines Corp)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed or complied in all material respects all with its obligations required to be performed or complied with by them it under this Agreement at or prior to the Closing DateMerger Closing, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent thereof to such effect.
Appears in 6 contracts
Samples: Merger Agreement (TLB Merger Sub Inc.), Merger Agreement (Talbots Inc), Merger Agreement (California Pizza Kitchen, Inc.)
Performance of Obligations of Parent and Sub. Parent and Sub shall will have performed in all material respects all obligations agreements and covenants required to be performed by them under this Agreement at or prior to before the Closing Date, and the Company shall will have received a certificate signed on behalf of Parent and Sub by an executive authorized officer of Parent and Sub to such effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Flow International Corp), Merger Agreement (Flow International Corp), Merger Agreement (Flow International Corp)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 4 contracts
Samples: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations (provided, however, that Parent and Sub shall have performed in all respects the obligations in Section 6.11) required to be performed by them 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 the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (GRH Holdings, L.L.C.), Agreement and Plan of Merger (Millstream Acquisition Corp), Agreement and Plan of Merger (RGGPLS Holding, Inc.)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed in all material respects all of their respective obligations and covenants, taken as a whole, required to be performed by them such party under this Agreement at or prior to or as of the Closing Date, and the Company shall have received certificates to such effect signed by a certificate signed on behalf of Parent by an senior executive officer of Parent with respect to such effectParent matters and of Sub with respect to Sub matters.
Appears in 3 contracts
Samples: Merger Agreement (Ticketmaster), Merger Agreement (Usa Interactive), Merger Agreement (Usa Interactive)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all agreements, covenants and obligations required to be performed by them 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 to such effect.
Appears in 3 contracts
Samples: Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Jorgensen Earle M Co /De/)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Sub by an executive officer of Parent and Sub to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Sport Supply Group, Inc.), Merger Agreement (Sage Parent Company, Inc.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 the Parent Certifying Officers to such effect.
Appears in 2 contracts
Samples: Merger Agreement (WPS Resources Corp), Merger Agreement
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed have, in all material respects respects, performed or complied with all material obligations required to be performed or complied with by them it under this Agreement at or prior to by the Closing Datetime of the Closing, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent thereof to such effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (Millipore Corp /Ma), Share Exchange Agreement (Millipore Corp /Ma)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Effective Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer authorized signatory of Parent to such effect.
Appears in 2 contracts
Samples: Arrangement Agreement (Cognos Inc), Arrangement Agreement (Nuance Communications, Inc.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all its obligations required to be performed by them 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 authorized signatory of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Micromuse Inc), Merger Agreement (Ascential Software Corp)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 the chief executive officer and chief financial officer of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Olin Corp), Merger Agreement (Pioneer Companies Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all any covenants or obligations required to be performed by them under this Agreement at or prior to the Closing Date, Date in all material respects and the Company shall have received a certificate signed on behalf of Parent and Sub by an the chief executive officer or chief financial officer of Parent and Sub to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Internet Commerce Corp), Merger Agreement (Easylink Services Corp)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Sub by an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to such effecteffect dated as of the Closing Date.
Appears in 2 contracts
Samples: Merger Agreement (Advo Inc), Merger Agreement (Valassis Communications Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 the chief executive officer or the chief financial officer of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Northrop Grumman Corp /De/), Merger Agreement (Orbital Atk, Inc.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of each of Parent and Sub by an executive officer of each of Parent and Sub to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Absolut Spirits CO INC), Merger Agreement (Cruzan International, Inc.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by each of them 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 Sub by an executive authorized officer of Parent and Sub to such effectthe effect set forth in this paragraph.
Appears in 2 contracts
Samples: Merger Agreement (Amber Road, Inc.), Merger Agreement (Genrad Inc)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed in all material respects all each of their respective obligations and covenants required to be performed by them such party under this Agreement at or prior to or as of the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a senior executive officer of Parent to such effectParent.
Appears in 2 contracts
Samples: Merger Agreement (Fidelity National Financial Inc /De/), Merger Agreement (Fidelity National Information Solutions Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at that are required to be performed on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer or the finance director of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Reynolds American Inc), Merger Agreement (British American Tobacco p.l.c.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, Date and the Company shall have received a certificate signed on behalf of Parent by an executive officer authorized signatory of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Caterpillar Inc), Merger Agreement (Bucyrus International Inc)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 Sub by an executive officer of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Sealy Corp), Merger Agreement (Tempur Pedic International Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of each of Parent and Sub by an the chief executive officer and the chief financial officer of Parent and Sub, respectively, to such effect.
Appears in 1 contract
Samples: Merger Agreement (Roto-Rooter Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations agreements and covenants required to be performed by them under this Agreement at or prior to the Closing DateDate except for breaches that do not have a Parent Material Adverse Effect, and the Company shall have received a certificate signed on behalf of Parent by an executive authorized officer of Parent to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed have, in all material respects respects, performed or complied with all obligations required to be performed or complied with by them it under this Agreement at or prior to by the Closing Datetime of the Closing, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer and chief financial officer of Parent to such effect.
Appears in 1 contract
Samples: Merger Agreement (Ihop Corp)
Performance of Obligations of Parent and Sub. Parent and Sub shall have each performed or complied in all material respects with all obligations required to be performed or complied with by them it under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer of Parent or chief financial officer thereof to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Date other than those obligations for which the Company has provided a written waiver thereof. The Company shall have received a certificate signed on behalf of Parent and Sub by an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to such effecteffect dated as of the Closing Date.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub -------------------------------------------- shall have performed in all material respects all the obligations required to be performed by them 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 the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by each of them under this Merger Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent and Sub by an executive authorized officer of Parent and Sub to such effectthe effect set forth in this paragraph.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall will have performed in all material respects all obligations agreements and covenants required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall will have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Domain)
Performance of Obligations of Parent and Sub. Each of the Parent and Sub shall have performed in all material respects all obligations agreements and covenants required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificates signed on behalf of Parent and Sub by an executive officer of Parent and Sub to such effecteffect on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Primus Knowledge Solutions Inc)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed have, in all material respects respects, performed or complied with all obligations required to be performed or complied with by them it under this Agreement at or prior to by the Closing Datetime of the Closing, and the Company shall have received a certificate signed on behalf of Parent by an the chief financial officer or the chief executive officer of Parent thereof to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 the chief executive officer or chief financial officer of Parent to such effect.
Appears in 1 contract
Samples: Acquisition Agreement (Alloy Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have each performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received receive at Closing a certificate signed on behalf of Parent and Sub by an executive authorized officer of Parent each company to such effect.
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)
Performance of Obligations of Parent and Sub. Each of the -------------------------------------------- Parent and Sub shall have performed in all material respects all obligations agreements and covenants required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificates signed on behalf of Parent and Sub by an executive officer of Parent and Sub to such effecteffect on the Closing Date.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed or complied with in all material respects all obligations required by this Agreement to be performed or complied with by them under this Agreement at or prior to before the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 1 contract
Samples: Merger Agreement (MULTI COLOR Corp)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by each of them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Sub by an executive officer of Parent authorized person to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them 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 to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub --------------------------------------------- shall have performed in all material respects all obligations required to be performed by them 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 to such effect.
Appears in 1 contract
Samples: Merger Agreement (Centocor Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed or complied in all material respects all with the obligations required by this Agreement to be performed or complied with by them under this Agreement at or prior to before the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 1 contract
Samples: Merger Agreement (West Corp)
Performance of Obligations of Parent and Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them 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 to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed performed, or complied with, in all material respects all obligations required to be performed by or complied with by them under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate certificates signed on behalf of Parent and Sub by an executive officer of each of Parent and Sub to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub -------------------------------------------- shall have performed in all material respects all obligations required to be performed by them 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 the General Partner of Parent to such effect.
Appears in 1 contract
