Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Taleo Corp), Agreement and Plan of Merger (Spreadtrum Communications Inc), Acquisition Agreement (Taleo Corp)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Supergen Inc), Agreement and Plan of Merger (Electronic Arts Inc.), Agreement and Plan of Merger (Shanda Games LTD)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s 's behalf, to the effect that, as of the Closing:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Scansoft Inc), Agreement and Plan of Merger (Scansoft Inc), Agreement and Plan of Merger (Scansoft Inc)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/), Agreement and Plan of Merger (Foxhollow Technologies, Inc.), Agreement and Plan of Merger (Align Technology Inc)
Certificate of the Company. Parent shall have received certificates from the Company, validly a certificate executed by the Chief Executive Officer and Chief Financial Officer on behalf of the Company for by its chief executive officer and on the Company’s behalf, chief financial officer to the effect that, as of the Closing:set forth in Sections 6.3(a) and 6.3(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sigmatel Inc), Agreement and Plan of Merger (Global Cash Access Holdings, Inc.), Agreement and Plan of Merger (Cash Systems Inc)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company (the “Company Officer’s Certificate”) for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (FireEye, Inc.), Agreement and Plan of Reorganization (FireEye, Inc.), Agreement and Plan of Merger (KnowBe4, Inc.)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:, the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salesforce Com Inc), Agreement and Plan of Merger (Cafepress Inc.)
Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer President of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company (the “Company Officer’s Certificate”) for and on the Company’s behalf, to the effect that, as of the Closing:, the conditions set forth in Sections 1.2(b)(i)(B), 1.2(b)(i)(C), and 1.2(b)(i)(A) have been satisfied.
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer the senior financial officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Harmonic Inc)
Certificate of the Company. Parent shall have received certificates a certificate from the Company (the “Certificate of the Company”), validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Merger (API Technologies Corp.)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s 's behalf, to the effect that, as of the Closing:Closing the conditions set forth in SECTION 6.2(a) have been satisfied in full.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by each of the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s 's behalf, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s its behalf, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company in their representative capacities for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Limelight Networks, Inc.)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:, the conditions to the obligations of Parent and Sub set forth in this Section 7.2 have been satisfied (unless otherwise waived by Parent or Sub).
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s its behalf, to the effect that, as of the Closing:, (i) the condition to the obligations of Parent, Midco and Sub set forth in Section 6.2 of this Agreement has been duly satisfied.
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:, the conditions set forth in Section 6.2(a) (to the extent relating to representations, warranties or covenants of the Company) and Section 6.2(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:, the conditions set forth in Sections 6.2(a) and 6.2(b) hereof have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Arts Inc.)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, -------------------------- validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s its behalf, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:, the conditions to the obligations of Parent and Merger Sub set forth in Sections 7.2(a) and (b) have been satisfied (unless otherwise waived in accordance with the terms hereof).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Omniture, Inc.)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, dated as of the Closing Date and validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to certifying the effect that, matters set forth in Sections 7.2(a) and 7.2(b) and the completeness and correctness of the Statement of Expenses and the Spreadsheet by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing:Closing Date.
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:Closing the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied.
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by the Chief Executive Officer and or Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:Closing the conditions set forth in Section 7.2(a) (to the extent relating to the representations, warranties and covenants of the Company) and Section 7.2(h) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
Certificate of the Company. Parent shall have received certificates from the Companya certificate, validly executed by each of the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, in such respective capacities, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Documentum Inc)
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to certifying the effect thatmatters set forth in Sections 7.2(a)(i), and 7.2(b) and the completeness and correctness of the Spreadsheet by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing:Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Logitech International Sa)
Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer Treasurer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aruba Networks, Inc.)
Certificate of the Company. Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:
Appears in 1 contract
Certificate of the Company. Parent shall have received certificates a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:, the conditions set forth in Section 7.2(a) (to the extent relating to representations, warranties or covenants of the Company) and Section 7.2(b) have been satisfied.
Appears in 1 contract
Samples: Share Purchase Agreement (Cornerstone OnDemand Inc)
