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: Acquisition Agreement (Peregrine Systems Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Acquisition Agreement (Photon Dynamics 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 (Kimball International Inc), Agreement and Plan of Merger (3com 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 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 (Healtheon Corp), Merger Agreement (Software Com Inc), Agreement and Plan of Reorganization (Quickturn Design 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 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 Merger (Remedy Corp), 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 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 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 (Gartner Inc), Agreement and Plan of Merger (Documentum Inc), Agreement and Plan of Merger (Emc 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 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 (Canandaigua B V), Agreement and Plan of Merger (Constellation Brands Inc), Agreement and Plan of Merger (Ravenswood Winery 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 (Xpedite Systems Inc), Agreement and Plan of Merger (Premiere Technologies 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 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 (Geltex Pharmaceuticals Inc), Agreement and Plan of Merger (Orchid Biosciences Inc), Agreement and Plan of Merger (Sunpharm 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 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 with 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, including without limitation the redemption of the Rights Plan, and Parent and Sub 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 Companya duly authorized officer thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Purdue Acquisition Corp), Agreement and Plan of Merger (Cocensys Inc)
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 (Gtech Holdings Corp), Agreement and Plan of Merger (Interlott Technologies 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.. (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. 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 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, 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. 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 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 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)
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. 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. 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. 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. 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. 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. 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)
