Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc), Agreement and Plan of Merger and Reorganization (Trubion Pharmaceuticals, Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Citizens Republic Bancorp, Inc.), Agreement and Plan of Merger (Firstmerit Corp /Oh/), Agreement and Plan of Merger (American Physicians Capital Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the President of Parent to that effect.
Appears in 7 contracts
Samples: Consent and Voting Agreement (Nabors Industries Inc), Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
Agreements and Covenants. Parent 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 it them on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of an executive officer of Parent to that effectParent.
Appears in 6 contracts
Samples: Share Exchange Agreement (Coretec Group Inc.), Share Exchange Agreement (3dicon Corp), Share Exchange Agreement (Sino Fortune Holding Corp)
Agreements and Covenants. Parent 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 it on at or prior to the Effective Time. The Closing Date; and the Company shall have received a certificate of an Parent signed on behalf of Parent by the chief executive officer and the chief financial officer of Parent to that such effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nanometrics Inc), Agreement and Plan of Merger (Rudolph Technologies Inc), Agreement and Plan of Merger and Reorganization (August Technology Corp)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Ancillary Agreement to be performed or complied with by it on or prior to the Effective Time. The Company shall have received a certificate of an executive a responsible officer of Parent to that effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Cmgi Inc), Agreement and Plan of Merger (Arthrocare Corp)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that the foregoing effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Andrx Corp /De/), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that the foregoing effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Intraware Inc), Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Amc Entertainment Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Metropolitan Health Networks Inc), Agreement and Plan of Merger (Mosinee Paper Corp), Agreement and Plan of Merger (Wausau Paper Mills Co)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Ancillary Agreement to be performed or complied with by it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc), Agreement and Plan of Merger (Tessera Technologies Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Insituform Technologies Inc), Agreement and Plan of Merger (Clubcorp Inc), Agreement and Plan of Merger (Boeing Co)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effectClosing Date.
Appears in 3 contracts
Samples: Stock Purchase Agreement (NAKED BRAND GROUP LTD), Agreement and Plan of Merger (Metropolitan Health Networks Inc), Agreement and Plan of Merger (Plains Capital Corp)
Agreements and Covenants. Parent shall will have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. The Company shall will have received a certificate of to such effect signed by an executive officer of Parent to that effectParent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc), Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Agreement and Plan of Merger and Reorganization (Regado Biosciences Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of signed by an executive officer of Parent to that effect.
Appears in 3 contracts
Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/), Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Genesee & Wyoming Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent by an authorized executive officer of Parent to that effectParent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Agreements and Covenants. Parent 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 it them on or prior to the Effective Time. The Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an executive authorized officer of Parent to that effectParent.
Appears in 3 contracts
Samples: Voting Agreement (Peregrine Systems Inc), Acquisition Agreement (Photon Dynamics Inc), Acquisition Agreement (Peregrine Systems Inc)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all agreements and covenants required by contained in this Agreement and the Transaction Documents to be performed or complied with by it on or prior to the Effective Time; provided, that Parent shall have performed and complied with its agreements and covenants set forth in Section 6.10(c) in all respects. The Company shall have received a certificate of an executive officer of Parent to that the foregoing effect.
Appears in 3 contracts
Samples: Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Amc Entertainment Inc)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rehabcare Group Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an executive authorized officer of Parent to that effectParent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Extended Systems Inc), Agreement and Plan of Reorganization (Palm Inc)
Agreements and Covenants. Parent shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effectClosing Date.
Appears in 2 contracts
Samples: Share Exchange Agreement (Wu Ba Superior Products Holding Group Inc.), Share Exchange Agreement (Vitaxel Group LTD)
Agreements and Covenants. Parent and 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 it them on or prior to the Effective Time. The , and the Company shall have received a certificate of an executive to such effect signed by a duly authorized officer of Parent to that effectParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Click Commerce Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive a duly authorized officer of Parent to that such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (Venture Catalyst Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive a responsible officer of Parent to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enliven Marketing Technologies Corp), Agreement and Plan of Merger (DG FastChannel, Inc)
Agreements and Covenants. The Parent 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 it on or prior to the Effective Time. The Company Closing Date, and the Parent shall have received delivered to the Stockholders’ Representative a certificate of an executive officer of Parent the Parent, dated the Closing Date, to that such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Media Technologies, Inc.), Agreement and Plan of Merger (Anoteros, Inc.)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of signed by an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PBSJ Corp /Fl/), Agreement and Plan of Merger (Railamerica Inc /De)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The , and the Company shall have received a certificate to such effect signed by the President and Chief Financial Officer of an executive officer of Parent to that effect.Parent; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacor Inc), Agreement and Plan of Merger (Marketwatch Com Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent Parent, signed on behalf of Parent, to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Tularik Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive a responsible officer of Parent certifying as to that effectits performance or compliance.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (JCC Holding Co)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with in all material respects by it on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby its Acting Chief Executive Officer and Interim Chief Financial Officer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wave Wireless Corp), Agreement and Plan of Merger (Waverider Communications Inc)
Agreements and Covenants. The Parent Companies shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (Marimba Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time, except as would not reasonably be expected to result in a Parent Material Adverse Effect. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc), Agreement and Plan of Merger (T/R Systems Inc)
Agreements and Covenants. Parent 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 it them on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer of an executive officer of Parent to that effectParent.
Appears in 2 contracts
Samples: Share Exchange Agreement (Lin Zhenzhu), Share Exchange Agreement (Heyu Biological Technology Corp)
Agreements and Covenants. Parent shall have performed or complied in all material respects Material Respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer of Parent to that such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wh Holdings Cayman Islands LTD)
Agreements and Covenants. Parent 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 it on or prior to the Effective TimeTime or, if and to the extent not performed or complied in any material respect, such failure to perform or comply shall have been cured in all material respects. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Ancillary Agreement to be performed or complied with by it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 1 contract
Agreements and Covenants. Parent 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 it on at or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effectClosing Date.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or ------------------------ complied in all material respects Material Respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer of Parent to that such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Herbalife International Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to that such effect.
Appears in 1 contract
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company Closing; and the Shareholders shall have received a certificate to such effect signed on behalf of an executive Parent by a duly authorized officer of Parent to that effectParent.
Appears in 1 contract
Samples: Share Exchange Agreement (8x8 Inc)
Agreements and Covenants. Company Parent and the Company shall have performed or complied in all material respects respects, or complied with in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it on or them prior to the Effective Time. The Company , and Parent shall have received a certificate to such effect signed by a responsible officer or other authorized signatory of an executive officer of Company Parent to that effectand the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GlobalOptions Group, Inc.)
Agreements and Covenants. Parent 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 it on them at or prior to the Effective Time. The Closing Date; and the Company shall have received a certificate of an signed by the chief executive officer and the chief financial officer of Parent to that such effect.
Appears in 1 contract
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive a duly authorized officer of Parent to that effect.
Appears in 1 contract
Agreements and Covenants. Parent and 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 it them on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an executive authorized officer of Parent to that effectParent.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or in all material respects all obligations and complied in all material respects with all agreements and or covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer signed on behalf of Parent by the Chief Executive Officer and Chief Financial Officer to that effectsuch effect dated as of the Closing Date.
Appears in 1 contract
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate Time of an executive officer of Parent to that effect.Merger I.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Vaxgen Inc)
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Closing, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Numerical Technologies Inc)
Agreements and Covenants. Parent and Acquiror shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Related Agreements to be performed or complied with by it them on or prior to the Effective Time. The Closing; and the Company shall have received a certificate of to such effect signed by an executive officer of Parent to that effectand Acquiror.
Appears in 1 contract
Agreements and Covenants. Parent 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 it on or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to that such effect.
Appears in 1 contract
Samples: Combination Agreement (Roxio Inc)
Agreements and Covenants. Parent shall have performed or complied in all material respects with all of its obligations, agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing. The Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cannae Holdings, Inc.)
Agreements and Covenants. Parent 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 it them on or prior to the Effective Time. The Closing Date, and the Company shall have received a certificate of an executive officer to such effect signed on behalf of Parent to that effectby the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on Parent at or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to that effect.
Appears in 1 contract
Agreements and Covenants. Parent 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 it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer the Chief Executive Officer or Chief Financial Officer of Parent the Company to that effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cooper Companies Inc)
Agreements and Covenants. Parent shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective Time. The Company shall have received a certificate , including, without limitation, the resignation from the Board of an executive officer Directors of Parent to that effectof those persons currently on the Board of Directors of Parent who are not named as directors following the Effective Time in the Proxy Statement.
Appears in 1 contract
Agreements and Covenants. Parent shall have performed or complied with in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. The Company Closing Date, and Avanex shall have received a certificate to such effect signed on behalf of Parent by an authorized senior executive officer of Parent to that effectParent.
Appears in 1 contract
Samples: Share Acquisition and Asset Purchase Agreement (Avanex Corp)
