Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Mediabin Inc), Agreement and Plan of Reorganization (Tangram Enterprise Solutions Inc), Agreement and Plan of Merger (Interwoven Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parenteffect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp), Agreement and Plan of Merger (Vitalstream Holdings Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc), Agreement and Plan of Merger and Reorganization (Healthcare Com Corp), Agreement and Plan of Merger (Nannaco Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.effect; and
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Media 100 Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.;
Appears in 4 contracts
Samples: Agreement and Plan of Merger (KKR Associates), Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied complied, in all material respects respects, with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Closing. The Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Caliper Life Sciences Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them in all material respects on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.
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. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or President and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Constellation Brands Inc), Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
Agreements and Covenants. Parent and Merger Sub Subsidiary shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or President and the Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gt Bicycles Inc), Agreement and Plan of Merger (Interlott Technologies Inc), Agreement and Plan of Merger (Gtech Holdings Corp)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an executive officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fundtech LTD), Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger (Fundtech LTD)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Opentv Corp), Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent, with respect to Parent and the President of Merger Sub, with respect to the Merger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Moviefone Inc)
Agreements and Covenants. The Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent by the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Eastern Enterprises), Agreement and Plan of Reorganization (Energynorth Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, ; and the Company shall have received a certificate to such effect of Parent signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer chief executive officer and the chief financial officer of ParentParent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Visx Inc), Agreement and Plan of Merger (Advanced Medical Optics Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Medjet Inc), Agreement and Plan of Merger and Reorganization (Visx Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.. (c) MATERIAL ADVERSE EFFECT. No Material Adverse Effect with respect to Parent shall have occurred since the date of this Agreement. 6.3
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Red Brick Systems Inc), Agreement and Plan of Reorganization (Informix Corp)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, Date and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on at or prior to the Initial Closing Date or the Closing Date, as the case may be; and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer chief executive officer and the chief financial officer of ParentParent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Intralase Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and Effective Time. The Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of ParentParent as to the satisfaction of the condition in this Section 6.3(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Central Vermont Public Service Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Closing to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aarow Environmental Group Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all each of the agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent and Merger Sub by each of the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to before the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent.. ***REORGANIZATION AGREEMENT*** -44-
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tangible Asset Galleries Inc)
Agreements and Covenants. Parent and each Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Art Technology Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have in all ------------------------ material respects performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Centra Software Inc)
Agreements and Covenants. Each of Sub and Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and . The Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and Chief Financial Officer of ParentParent to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gemstar International Group LTD)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by them on at or prior to the Closing Date, Effective Time; and Company Parent shall have received delivered to the Company a certificate to such effect that effect, dated the date of the Closing and signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parenta duly authorized officer.
Appears in 1 contract
Agreements and Covenants. Parent Parent, NAH and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to -55- the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network General Corporation)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of ParentParent to that effect with respect to the foregoing.
Appears in 1 contract
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, Effective Time; and the Company shall have received a certificate to such that effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Captiva Software Corp/Ca)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of Parent and Merger Sub to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.Parent and the President or Vice President of Merger Sub;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)
Agreements and Covenants. The Parent and the Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent by the Chief Executive Officer or Chief Financial Operating Officer of the Parent.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Registration Rights Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or President and the Chief Financial Officer of Parent.;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate dated as of the Effective Time to such effect signed on behalf of Parent by the Chief Executive Officer or President and Chief Financial Officer of Parent.; and
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S Long Distance Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of a duly authorized officer of Parent by the Chief Executive Officer or Chief Financial Officer of Parentto that effect.
Appears in 1 contract
Samples: Business Combination Agreement (Rainbow Technologies Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement and the Related Agreements to which it is a party to be performed or complied with by them it on or prior to the Closing Date, ; and the Company and the Principal Shareholders shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orthofix International N V)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Effective Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or and the Chief Financial Officer of Parent.
Appears in 1 contract
Samples: Agreement and Plan (TechAlt, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them Parent and/or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of each of Parent and Merger Sub by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parenteach of Parent and Merger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
Agreements and Covenants. Parent and Merger Sub shall 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 them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of Parent and Merger Sub to such effect signed on behalf of Parent by the 37 Chief Executive Officer or Chief Financial Officer of Parent.Parent and the President or Vice President of Merger Sub;
Appears in 1 contract
