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 to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Green Mountain Coffee Roasters Inc), Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Storage Technology 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer or Chief Financial Officer of the Company.
Appears in 15 contracts
Samples: Agreement and Plan of Reorganization (Tangram Enterprise Solutions Inc), Agreement and Plan of Merger (Imanage Inc), Agreement and Plan of Merger (Mediabin 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (Corgentech Inc), Agreement and Plan of Merger (Sorrento Networks 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 on or prior to the Closing Date, Effective Time and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Company.to that effect;
Appears in 14 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp), Agreement and Plan of Merger (JK Acquisition Corp.), Second Amended and Restated Agreement and Plan of Merger (JK Acquisition 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 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 the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 10 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger and Reorganization (Ariba 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 them 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 by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Homie Recipes, Inc.), Agreement and Plan of Merger (Altira Group LLC)
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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to that effect.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Manatron Inc), Agreement and Plan of Merger (Watchguard Technologies Inc), Agreement and Plan of Merger and Reorganization (Emergent BioSolutions 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the President or Chief Financial Officer of the Company by an authorized executive officer of the Companyto 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 DateEffective Time, and the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (HMT Technology 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 and Merger Sub shall have received a certificate to such effect signed on behalf by the chief executive officer and the chief financial officer of the Company by an authorized executive officer of the Company.to such effect;
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to the foregoing effect.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Pharmion Corp), Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Tween Brands, 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer and Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Venture Catalyst Inc), Ii– Agreement and Plan of Merger (Anchor Gaming), Agreement and Plan of Merger (International Game Technology)
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 to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Scopus Video Networks Ltd.)
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 to such effect of the Company signed on behalf of the Company by an authorized the chief executive officer and the chief financial officer of the CompanyCompany to such effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (August Technology Corp), Agreement and Plan of Merger and Reorganization (Nanometrics Inc), Agreement and Plan of Merger (August Technology 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 DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.;
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Summit Technology Inc), Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)
Agreements and Covenants. The Company Acquiror 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 them at or prior to the Closing Date, and Parent and Merger Sub Closing. The Company shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of each of the CompanyAcquiror Companies, dated the Closing Date, to such effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Netscape Communications Corp), Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Manitowoc Co 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer or Chief Financial Officer of the CompanyCompany as to the satisfaction of the condition in this Section 6.2(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Central Vermont Public Service 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 and Merger Sub shall have received a certificate with respect to such effect the foregoing signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Extended Systems Inc), Agreement and Plan of Merger (Electronic Clearing House Inc), Agreement and Plan of Merger (Sybase 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 to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer of the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Art Technology Group Inc), Agreement and Plan of Merger (Art Technology Group Inc), Agreement and Plan of Merger and Reorganization (Visx Inc)
Agreements and Covenants. The Company and each Shareholder 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 and Merger Sub Buyer shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 5 contracts
Samples: Share Exchange Agreement (Optimus Healthcare Services, Inc.), Share Exchange Agreement (Madison Technologies Inc.), Escrow Agreement (Avant Diagnostics, 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany on its behalf to the foregoing effect.
Appears in 5 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 (Sonicwall 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC), Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Paradyne Networks Inc), Agreement and Plan of Merger (Pfsweb 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 the Company by an authorized executive officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, 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 the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the President of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (North American Oil & Gas Corp.), Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Soefl 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to the foregoing effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Intraware Inc), Agreement and Plan of Merger (Mediware Information 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 of by the Company by an authorized chief executive officer of the Company.;
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks 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 to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Internap Network Services Corp), Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Vitalstream Holdings 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 the Company by an a duly authorized executive officer of the Company.;
Appears in 4 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 (Socket Communications 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 First Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf by an officer of the Company by an authorized executive officer of on its behalf to the Companyforegoing effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (FGL Holdings)
Agreements and Covenants. The 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Quantum Effect Devices Inc), Agreement and Plan (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Go2net 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 and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alphatec Holdings, Inc.), Agreement and Plan of Merger (Connectiv Corp), Agreement and Plan of Merger (Excelon Corp)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall will have received a certificate to such effect signed on behalf of the Company by an authorized executive and officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Senseonics Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc), Agreement and Plan of Merger and Reorganization (Neothetics, 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 the Company by an a duly authorized executive officer of the Company.;
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/), Non Competition Agreement (Cypress Semiconductor Corp /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, and . Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the chief executive officer and chief financial officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 4 contracts
Samples: Merger Agreement (Quintiles Transnational Corp), Agreement and Plan of Merger (Walsh International Inc \De\), Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, obligations 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 certificate, dated as of the Closing Date, with respect to such effect the foregoing signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Usa Technologies Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals 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 to such effect signed on behalf of the Company by an authorized senior executive officer of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Inktomi Corp)
Agreements and Covenants. The Company and each Shareholder 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 and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 4 contracts
Samples: Service Agreement (Cardigant Medical Inc.), Registration Rights Agreement (Cell Source, Inc.), Share Exchange Agreement (Sino Fortune Holding 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 DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HMSR Inc), Agreement and Plan of Merger (Live Entertainment Inc), Agreement and Plan of Merger (KKR Associates)
Agreements and Covenants. The 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (R&r Acquisition Vi, Inc), Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.)
Agreements and Covenants. The Company shall will have performed or complied with in all material respects with all its 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 and Merger Sub shall will have received a certificate to such effect signed on behalf of the Company by an authorized executive and officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.), Agreement and Plan of Merger and Reorganization (Myos Rens Technology 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 Parent, Separation Sub and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
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. 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 by the Company by an authorized executive officer President and the Chief Financial Officer of the Company.; (c)
Appears in 3 contracts
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (Netvantage 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 DateClosing, and Parent and Merger Sub shall have received a certificate dated as of the Closing to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alliance Healthcard Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc), Agreement and Plan of Merger (Aarow Environmental 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 by the Company by an authorized executive officer Chief Executive Officer and the Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Tyco International LTD)
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 the Company by an a duly authorized executive officer of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Software Com Inc), Agreement and Plan of Reorganization (Software Com Inc), Agreement and Plan of Reorganization (Looksmart LTD)
Agreements and Covenants. The Company 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 at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall will have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES Corp), Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization (Brain Scientific 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 to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer or Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Primus Knowledge Solutions Inc), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
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 dated as of the Effective Time to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Standard Funding Corp), Agreement and Plan of Merger (Lci International Inc /Va/), Agreement and Plan of Merger (U S Long Distance Corp)
Agreements and Covenants. Section 6.2.2.1 The Company 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 at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Arthrocare 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 on or prior to the Closing Date, and Closing. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (eGENE, INC.), Agreement and Plan of Merger (Vaxgen Inc), Lock Up Agreement (Oxigene 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 and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Financial Officer of the Company.;
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Cobalt Networks Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Seagate Technology Inc)
Agreements and Covenants. The Company 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 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 the Company by an a duly authorized executive officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Citrix 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 preformed 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 by the Company by an authorized chief executive officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Triangle Pharmaceuticals Inc), Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Agreement and Plan of Reorganization (Storage Computer 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 DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized 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 on or prior to the Closing Date, and Closing. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Financial Officer of the Company.
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. 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 in all material respects on or prior to the Closing Date, Effective Time and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods 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 Acquiror shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Ltd.), Implementation Agreement (Verigy Holding Co. Ltd.)
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 the Company by an authorized executive officer of the CompanyCompany to that effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Genesee & Wyoming Inc), Merger Agreement (Providence & Worcester Railroad Co/Ri/)
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 by the Company by an authorized executive officer President of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Vons Companies 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 Subs shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/)
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 the Company by an authorized executive officer the President and Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp), Agreement and Plan of Merger (Nannaco Inc), Agreement and Plan of Reorganization (Dtomi Inc)
Agreements and Covenants. The Company 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 at on or prior to the Closing DateEffective Time; provided, that the Company shall have performed and complied with its agreements and covenants set forth in Section 6.10(b) and Section 6.10(d) in all respects. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the CompanyCompany to the foregoing effect.
Appears in 3 contracts
Samples: Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (Amc Entertainment 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 each of Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD), Agreement and Plan of Merger (Fundtech LTD)
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 to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optical Communication Products Inc), Agreement and Plan of Merger (Oplink Communications Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreement and covenants required by this Agreement to be performed or complied with by it at or under this Agreement prior to the Closing Date, Effective Time and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company signed by an authorized executive officer the President or a Vice President of the CompanyCompany to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Party City Corp), Agreement and Plan of Merger (Amscan Holdings 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 the Chief Executive Officer or Chief Financial Officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conductus Inc), Agreement and Plan of Merger (Superconductor 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 DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer and the President of the Company.
Appears in 2 contracts
Samples: Iv 6 Agreement and Plan of Merger (Paxar Corp), Iv 6 Agreement and Plan of Merger (International Imaging Materials 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Company.to that effect;
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Actuate Corp), Agreement and Plan of Merger and Reorganization (Netopia 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 to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer of the 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 in all material respects 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 DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer or Chief Financial Officer of the Company.; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autotote Corp), Agreement and Plan of Merger (Scientific Games Holdings 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 on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Moviefone Inc)
Agreements and Covenants. The Company 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 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 the Company by an authorized executive officer the Chief Executive Officer and Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks 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 to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc), Agreement and Plan of Merger (Opentv Corp)
Agreements and Covenants. The Company and the Members shall have performed or in all material respects all obligations and complied in all material respects with all of their respective 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 under this Agreement. The Buyer shall have received receive a certificate to such effect signed on behalf of the Company executed by an authorized executive officer of the Company’s Manager.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neah Power Systems, Inc.), Agreement and Plan of Merger (Neah Power Systems, 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 or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
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. 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 Closing. Parent and Merger Sub shall have received a certificate to such effect signed on behalf of a duly authorized officer or other authorized person of the Company by an authorized executive officer as to the satisfaction of the Companythis Section 7.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E.W. SCRIPPS Co), Agreement and Plan of Merger (E.W. SCRIPPS Co)
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 the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (QRS Corp), Agreement and Plan of Reorganization (Ondisplay Inc)
Agreements and Covenants. The Company 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 it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized its chief executive officer of the Companyor chief financial officer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Covansys Corp)
Agreements and Covenants. The Company 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 it at the Company 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 the Company by an authorized executive officer the Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrier Access Corp), Agreement and Plan of Merger (Informatica 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 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 the Company by an a duly authorized executive officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Click Commerce 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 and Merger Sub shall have received a certificate to such effect signed on behalf of the Chief Executive Officer of the Company by an authorized executive officer of the Companycertifying as to its 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. 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 by the Company by an authorized executive officer President and Chief Financial Officer of the Company.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacor Inc), Agreement and Plan of Merger (Marketwatch Com 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 for and on behalf of the Company by an authorized executive officer the President and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxtor Corp), Agreement and Plan of Merger (Maxtor 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 DateMerger 1 Effective Time, and Parent and Merger Sub 1 shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pharmacopeia Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals 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 and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer President and Chief Financial Officer of the Company.;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku 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 and Merger Sub shall have received a certificate to such effect (only with respect to Company) signed on behalf of the Company by an authorized executive officer the Chief Executive Officer and the Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precise Software Solutions LTD), Agreement and Plan of Merger (Veritas Software Corp /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, and . The Parent and Merger Sub Companies shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer President and Chief Executive Officer of the Company, dated the Closing Date, to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McNichols Gerald R), Agreement and Plan of Merger (GRC International 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 Initial Closing Date or the Closing Date, as the case may be; and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized the chief executive officer and the chief financial officer of the Company.Company to such effect;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intralase Corp), Agreement and Plan of Merger (Advanced Medical Optics Inc)
Agreements and Covenants. The Company shall have performed or in all material respects all obligations and complied in all material respects with all agreements and covenants of the Company required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent and Merger Sub under this Agreement. Buyer shall have received receive a certificate to such effect signed on behalf of the Company executed by an authorized executive officer of the Company’s Chief Executive Officer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobilepro Corp), Agreement and Plan of Merger (Mobilepro Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Merger Agreement to be performed or complied with by it at them on or prior to the Closing Date, and Parent and Merger Sub Effective Time. Acquiror shall have received a certificate to such effect signed on behalf of the chief executive officer and chief financial officer of the Company by an authorized executive officer of the Companyto that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motient Corp), Agreement and Plan of Merger (Rare Medium Group Inc)
Agreements and Covenants. The Company shall in all material respects 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 DateEffective Time, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer of the Company.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thomas Pharmaceuticals, Ltd.), Agreement and Plan of Merger (Ivoice, 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 DateEffective Time, and Parent Buyer and Merger Sub shall have received a certificate to such effect signed on behalf of by the Company by an authorized executive officer Chief Executive Officer or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marketwatch Inc), Agreement and Plan of Merger (Dow Jones & Co 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 to such effect signed on behalf of the Company by an authorized executive officer the President of the Company.
Appears in 2 contracts
Samples: Escrow Agreement (MSC Software Corp), Agreement and Plan of Merger (Digital Insight Corp)
Agreements and Covenants. The Company shall have has performed or complied in all material respects with all the covenants, obligations and 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 with respect to such effect the foregoing signed on behalf of the Company by an authorized senior executive officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Probusiness Services Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
Agreements and Covenants. The Company shall have performed or and complied with all of its covenants hereunder 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 through the Closing DateClosing, and Parent and Merger Sub shall have received a certificate signed by the Company to such effect signed on behalf of the Company by an authorized executive officer of the Companyeffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mantech International Corp), Agreement and Plan of Merger (Navisite 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 the Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Copper Valley Minerals LTD), Agreement and Plan of Merger (K2 Digital 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, including the agreements and covenants set forth in Section 4.1 regarding conduct of business by the Company, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer 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, Date and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer the Chief Executive Officer or Chief Financial Officer of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kana Communications Inc), Voting Agreement (Broadbase 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 by or complied with by it at on or prior to the Closing Date, and Effective Time. Parent and Merger Sub shall have received a certificate to such effect of the Chief Executive Officer or the Chief Financial Officer of the Company, signed on behalf of the Company by an authorized executive officer of the Company, to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tularik Inc), Agreement and Plan of Merger (Amgen Inc)
