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 such party under this Agreement prior to or as of the Closing Date, and the Company shall have received certificates to such effect signed by a senior executive officer of Parent with respect to Parent matters and of Sub with respect to Sub matters.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ticketmaster), Agreement and Plan of Merger (Usa Interactive), Agreement and Plan of Merger (Usa Interactive)
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 such party under this Agreement prior to or as of the Closing Date, and the Company shall have received certificates a certificate to such effect signed by a senior executive officer of Parent with respect to Parent matters and of Sub with respect to Sub mattersParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usa Interactive), Employment Agreement (Collegiate Pacific 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 such party it under this Agreement at or prior to or as of the Closing DateEffective Time, and the Company shall have received certificates to such effect a certificate signed on behalf of Parent by a senior the chief executive officer or the chief operating officer of Parent with respect to Parent matters and of Sub with respect to Sub matterssuch effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthplan Services Corp), Agreement and Plan of Merger (Healthplan Services Corp)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have each performed in all material respects all of their respective obligations and covenants, taken as a whole, required to be performed by such party them; under this Agreement at or prior to or as of the Closing Date, and the Company shall have received certificates a certificate signed on behalf of Parent and Sub by their respective Chief Executive Officers and Chief Financial Officers to such effect signed by a senior executive officer of Parent with respect to Parent matters and of Sub with respect to Sub matterseffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Saratoga Beverage Group 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 such party it under this Agreement at or prior to or as of the Closing DateEffective Time, and the Company shall have received certificates to such effect a certificate signed on behalf of Parent by a senior the chief executive officer or the chief financial officer of Parent with respect to Parent matters and of Sub with respect to Sub matterssuch effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sullivan Dental Products 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 agreements and covenants, taken as a whole, covenants required to be performed by such party them under this Agreement prior to or as of the Closing Date, and the Company shall have received certificates a certificate signed on behalf of Parent by an officer of Parent to such effect signed by a senior executive officer of Parent with respect to Parent matters and of Sub with respect to Sub matterson the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Onhealth Network Co)
