Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 36 contracts
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 36 contracts
Samples: Agreement and Plan of Merger (Optical Communication Products Inc), Agreement and Plan of Merger (Reptron Electronics Inc), Agreement and Plan of Merger (Electronic Clearing House Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate with respect to such effect the foregoing signed on behalf of Parent Parent, with respect to the covenants of Parent, by an authorized executive officer of ParentParent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Lexar Media Inc), Agreement and Plan of Reorganization, Agreement and Plan of Merger (Coherent Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 17 contracts
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (New Era of Networks Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Interwoven Inc), Agreement and Plan of Merger (Mediabin Inc), Agreement and Plan of Merger (Imanage Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, ; and the Company shall have received a certificate with respect to such effect the foregoing signed on behalf of Parent and Merger Sub by an a duly authorized officer of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Secure Computing Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by an authorized officer of Parenteffect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Data General Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp), Agreement and Plan of Reorganization (Dtomi Inc), Agreement and Plan of Merger and Reorganization (Healthcare Com Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Artisan Components Inc), Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Concord Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by an authorized officer of Parent.effect; and
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Digital Origin Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the President and the Chief Executive Officer of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Trizetto Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied (which performance or compliance shall be subject to Parent's or Merger Sub's ability to cure as provided in Section 8.1(e) below) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Sirenza Microdevices Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Go2net Inc), Agreement and Plan (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such the foregoing effect signed on behalf of Parent by an authorized officer the President or Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (California Culinary Academy Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the President and the Chief Financial Officer of Parent.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc), Agreement and Plan of Merger (Opentv Corp)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Cobalt Networks Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Imall Inc), Agreement and Plan of Reorganization (McAfee Associates Inc), Agreement and Plan of Reorganization (Netopia Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied complied, in all material respects respects, with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Closing. The Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Caliper Life Sciences Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized executive officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fundtech LTD), Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate with respect to such effect the foregoing signed on behalf of Parent Parent, with respect to the covenants of Parent, by an authorized signatory of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of ParentMerger Sub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
Agreements and Covenants. Parent and Merger Sub Subsidiary shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the President and the Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gt Bicycles Inc), Agreement and Plan of Merger (Gtech Holdings Corp), Agreement and Plan of Merger (Interlott Technologies Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate to such effect of Parent signed on behalf of Parent by an authorized the chief executive officer and the chief financial officer of ParentParent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Visx Inc), Agreement and Plan of Merger (Advanced Medical Optics Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Date and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all each of the agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent and Merger Sub by an authorized officer each of the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Closing to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer of Parent.; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aarow Environmental Group Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Medjet Inc), Agreement and Plan of Merger and Reorganization (Visx Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or and complied with all of their covenants hereunder in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to through the Closing Date, and Closing. The Company shall have received a certificate signed by Parent to such effect signed on behalf of Parent by an authorized officer of Parenteffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mantech International Corp), Agreement and Plan of Merger (Navisite Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Technology Corp), Agreement and Plan of Merger (Symantec Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Initial Closing Date or the Closing Date, as the case may be; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized the chief executive officer and the chief financial officer of ParentParent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Intralase Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.. (c) MATERIAL ADVERSE EFFECT. No Material Adverse Effect with respect to Parent shall have occurred since the date of this Agreement. 6.3
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by an authorized officer of Parenteffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Effective Time except for such failures to perform or comply that do not and will not have any material effects that are adverse to the Company; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the President of Parent.
Appears in 2 contracts
Samples: Iv 6 Agreement and Plan of Merger (International Imaging Materials Inc /De/), Iv 6 Agreement and Plan of Merger (Paxar Corp)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infospace Inc), Agreement and Plan of Reorganization (Microchip Technology Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.. -52- 60
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Russo Paul M)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement and the Related Agreements to which it is a party to be performed or complied with by them it on or prior to the Closing Date, ; and the Company and the Principal Shareholders shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orthofix International N V)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to before the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.. ***REORGANIZATION AGREEMENT*** -44-
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tangible Asset Galleries Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied compiled in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Dateand the Closing and the Effective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intervisual Books Inc /Ca)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Registration Rights Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the President and the Chief Financial Officer of Parent.;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by to the best knowledge of an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clearone Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, Effective Time; and Company Parent shall have received delivered to the Company a certificate to such effect that effect, dated the date of the Closing and signed on behalf of Parent by an a duly authorized officer of Parentofficer.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Effective Time to such effect signed on behalf of Parent by an authorized officer the President and Chief Financial Officer of Parent.; and
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S Long Distance Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Closing; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed ------------------------ or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to -55- 57 the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network Associates Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them Parent and/or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of each of Parent and Merger Sub by an authorized officer of Parenteach of Parent and Merger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed -------------------------- or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)
Agreements and Covenants. Parent Parent, NAH and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. The Parent and the Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent by an authorized officer the Chief Operating Officer of the Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of Parent and Merger Sub to such effect signed on behalf by the Chief Executive Officer or Chief Financial Officer of Parent by an authorized officer and the President or Vice President of Parent.Merger Sub;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)
Agreements and Covenants. The Parent and the Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on the Parent or the Merger Sub at or prior to the Closing Date, and Closing. The Company shall have received a certificate to such effect signed on behalf of the Parent by an authorized officer of the Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, ; and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and Company Parent shall have received delivered to the Company a certificate to such effect that effect, dated as of the Closing Date and signed on behalf of Parent by an authorized officer the President and Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Corporation Agreement and Plan of Merger (Caci International Inc /De/)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parentits President and Chief Financial Officer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Insight Corp)
Agreements and Covenants. Parent and Merger Sub shall have in all ------------------------ material respects performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Centra Software Inc)
Agreements and Covenants. Each of Sub and Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and . The Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect signed on behalf of Parent by an authorized officer of Parenteffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gemstar International Group LTD)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, Effective Time; and the Company shall have received a certificate to such that effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Captiva Software Corp/Ca)
Agreements and Covenants. Parent and Merger Sub shall in all ------------------------ material respects have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parentthereof.
Appears in 1 contract
Agreements and Covenants. Parent and each Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Art Technology Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Appliedtheory Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Effective Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan (TechAlt, Inc.)
Agreements and Covenants. Parent and Merger Sub shall in all material respects have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parentthereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to -55- the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network General Corporation)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied compiled in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, 49 and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Corsair Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a duly authorized officer of ParentParent to that effect.
Appears in 1 contract
Samples: Business Combination Agreement (Rainbow Technologies Inc)
