Pre-Closing Confirmation and Certification Sample Clauses

Pre-Closing Confirmation and Certification. Not later than 72 hours prior to the Closing, Parent shall (i) give the trustee of the Trust Account advance notice of the Effective Time, (ii) use best efforts to cause the trustee of the Trust Fund to provide a written confirmation to the Company confirming the dollar amount of the Trust Fund balance held in the Trust Account that will be released to the Surviving Corporation upon consummation of the Merger, and (iii) provide a certificate signed by each of the Chief Executive Officer and Chief Financial Officer of Parent in the form of Exhibit H hereto (the “Working Capital Certificate”), which shall set forth the Estimated Working Capital Shortfall, if any. Not later than 72 hours prior to the printing of the Proxy Statement, the Company shall provide a certificate signed by each of the Chief Executive Officer and Chief Financial Officer of the Company in the form of Exhibit I hereto (the “Proceeds Shares Certificate”), which shall set forth (A) the Company Equity Sale Proceeds and (B) the Equity Proceeds Shares, in each case, if any. Not later than 48 hours prior to printing the Proxy Statement the Company shall revise Sections 2.6(c) and (f) of the Company Disclosure Statement as necessary to update the list of Company Stockholders and holders of Company Options and to reflect the allocation of the Equity Proceeds Shares, if any, and additional Company Options, if any, and within 48 hours prior to the Closing, the Company shall revise Sections 2.6(c) and (f) of the Company Disclosure Statement as necessary to reflect the final allocation of the Transaction Shares and Converted Options based upon the final Exchange Ratio.
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Pre-Closing Confirmation and Certification. Not later than 48 hours prior to the Closing, BPW shall give Mellon advance notice of the Effective Time. At the Closing, the Company shall deliver, or cause to be delivered, to Mellon written notification that the Closing has occurred and irrevocable written instructions with respect to the funds in the Trust Account to deliver such funds (i) to make the Debt Repayment under and as defined in the A Agreement and (ii) with respect to the payments referred to in Section 2.7(d)). —57—
Sample 1
Pre-Closing Confirmation and Certification. Not later than 72 hours prior to the Closing, Parent shall (i) give the trustee of the Trust Account advance notice of the Effective Time, (ii) use best efforts to cause the trustee of the Trust Fund to provide a written confirmation to the Company confirming the dollar amount of the Trust Fund balance held in the Trust Account that will be released to the Surviving Corporation upon consummation of the Merger, and (iii) provide a certificate signed by each of the Chief Executive Officer and Chief Financial Officer of Parent in the form of Exhibit H hereto (the “Working Capital Certificate”), which shall set forth the Estimated Working Capital Shortfall, if any. Within 48 hours prior to the Closing, the Company shall revise Sections 2.6(d) and (g) of the Company Disclosure Statement as necessary to reflect the final allocation of the Transaction Shares and Converted Options based upon the final Common Exchange Ratio.
Sample 1
Pre-Closing Confirmation and Certification. Not later than 48 hours prior to the Closing, Parent shall give Continental Stock Transfer & Trust Company advance notice of the Effective Time. At the Closing, Parent shall deliver, or cause to be delivered, to Continental Stock Transfer & Trust Company written notification that the Closing has occurred and irrevocable written instructions with respect to the funds in the Trust Account to deliver such funds with respect to the payments referred to in Section 6.14.
Sample 1
Pre-Closing Confirmation and Certification. Not later than 48 hours prior to the Closing, Cambridge shall give Continental advance notice of the Effective Time. At the Closing, Cambridge shall deliver, or cause to be delivered, to Continental written notification that the Closing has occurred and irrevocable written instructions with respect to the funds in the Trust Account to deliver such funds with respect to the payments referred to in Section 5.23.
Sample 1

Related to Pre-Closing Confirmation and Certification

  • Reaffirmation and Confirmation Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.

  • Confirmation and Statements Promptly after the close of business on each day, the Custodian shall furnish the Fund with confirmations and a summary of all transfers to or from the account of the Fund during the day. Where securities purchased by the Fund are in a fungible bulk of securities registered in the name of the Custodian (or its nominee) or shown in the Custodian's account on the books of a Securities Depository, the Custodian shall by book-entry or otherwise identify the quantity of those securities belonging to the Fund. At least monthly, the Custodian shall furnish the Fund with a detailed statement of the Securities and monies held for the Fund under this Agreement.

  • Ratification and Confirmation Except as specifically amended herein, the Note Agreement shall remain in full force and effect, and is hereby ratified and confirmed.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • CLOSING CERTIFICATES AND MISCELLANEOUS 6. A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct and (ii) no Default has occurred and is then continuing.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Ratification and Confirmation of Agreement In the event of a conflict between the terms of this Amendment and the Agreement, it is the intention of the parties that the terms of this Amendment shall control and the Agreement shall be interpreted on that basis. To the extent the provisions of the Agreement have not been amended by this Amendment, the parties hereby confirm and ratify the Agreement.

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