Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 26 contracts
Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Merger (Peregrine Systems Inc), Agreement and Plan of Reorganization (Network Associates Inc)
Agreements and Covenants. The Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Tanox Inc), Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Genentech Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and Effective Time. Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the President or Chief Financial Officer of Companythe Company to that effect.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and . Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Companythe Company to that effect.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (Venture Catalyst Inc), Ii– Agreement and Plan of Merger (Anchor Gaming)
Agreements and Covenants. The Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Shareholder Agreement (Internet Capital Group Inc), Exhibit 1 (Peregrine Systems Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf by a duly authorized officer of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Quickturn Design Systems Inc), Merger Agreement (Software Com Inc), Agreement and Plan of Reorganization (Netscape Communications Corp)
Agreements and Covenants. The Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and of the Chief Financial Officer of Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Art Technology Group Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger and Reorganization (Visx Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and . Parent or Buyer shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the President or Chief Financial Officer of Companythe Company to that effect.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Aim Group Inc), Agreement and Plan of Merger (Aim Group Inc), Agreement and Plan of Merger (Aim Group Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and chief executive officer of the Chief Financial Officer of Company.;
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Company.
Appears in 4 contracts
Samples: Agreement and Plan (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
Agreements and Covenants. The Company 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 at or prior to the Closing DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer President and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BMG North America LTD), Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (Oxford Automotive Inc)
Agreements and Covenants. The Company 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 at or prior to the Closing DateEffective Time, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Premiere Technologies Inc), Agreement and Plan of Merger (Xpedite Systems Inc), Agreement and Plan of Merger (Premiere Technologies Inc)
Agreements and Covenants. The Company 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 at or prior to the Closing Date, ; and Parent and Merger Sub shall have received a certificate signed by the chief executive officer and the chief financial officer of the Company to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Companyeffect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Documentum Inc), Agreement and Plan of Merger (Gartner Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, Effective Time. Parent and Parent Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Orchid Biosciences Inc), Agreement and Plan of Merger (Geltex Pharmaceuticals Inc), Agreement and Plan of Merger (Sunpharm Corporation)
Agreements and Covenants. The Company 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 at or prior to the Closing DateEffective Time, and Parent shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ondisplay Inc), Agreement and Plan of Reorganization (QRS Corp)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/), Agreement and Plan of Merger (Digital Insight Corp)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Closing DateEffective Time, and Parent and Merger Subsidiary shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer President and the Chief Financial Officer of Companythe Company in their capacities as such and not personally.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interlott Technologies Inc), Agreement and Plan of Merger (Gtech Holdings Corp)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.. (c)
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)
Agreements and Covenants. The Company 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 at or prior to the Closing Date, including the agreements and covenants set forth in Section 4.1 regarding conduct of business by the Company, and Parent shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and the or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Persistence Software Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and Parent shall have received a certificate of an executive officer of the Company to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Companythat effect.
Appears in 1 contract
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and . Parent shall have received a certificate to such effect signed on behalf of the President or any Vice President of the Company by the Chief Executive Officer and the Chief Financial Officer of Companythe Company to such effect.
Appears in 1 contract
Agreements and Covenants. The Company 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 at on or prior to the Closing DateEffective Time, and the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer President and the Chief Financial Officer of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
Agreements and Covenants. Company The Parent Companies 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 at them on or prior to the Closing Date, and Parent . The Company shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer Chairman of the Board, the President or any Vice President and the Chief Financial Officer of Companyeach of the Parent Companies, dated the Closing Date, to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dresser Industries Inc /De/)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, Effective Time; and Parent shall have received a certificate to such that effect signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Captiva Software Corp/Ca)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of -56- Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network General Corporation)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc)
Agreements and Covenants. Company and 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 at or prior to the Closing Date, and Parent Purchaser shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 1 contract
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, Date and Parent shall have received a certificate of the Company to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.that effect;
Appears in 1 contract
Samples: Business Combination Agreement (Rainbow Technologies Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and . Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Companythe Company to such effect.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of its agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by it at or prior to the Closing Date, Effective Time; and Parent the Company shall have received delivered to Parent a certificate to such effect that effect, dated the date of the Closing and signed on behalf by a duly authorized officer of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 1 contract
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and president of the Chief Financial Officer of Company.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (North American Scientific Inc)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer Office and the Chief Financial Officer of Company.
Appears in 1 contract
Agreements and Covenants. Company and 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 at or prior to the Closing Date, and Parent Purchaser shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Efficient Networks Inc)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.. -50- 55
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Webvan Group Inc)
Agreements and Covenants. Company 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 at or prior to the Closing Date, and Parent shall have received a certificate to such effect signed on behalf of Company by the Chief Executive Officer and the Chief Financial Officer of Company.. 33
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Truevision Inc)
