Common use of Closing Certificate Clause in Contracts

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 6.1 and Section 6.2 have been satisfied.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (First Mid Bancshares, Inc.), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Mid Bancshares, Inc.)

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Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 6.1 7.1 and Section 6.2 7.2 have been satisfied.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (First Mid Bancshares, Inc.), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)

Closing Certificate. The Company shall have delivered to furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 Sections 7.2(a), (b) and Section 6.2 (c) have been satisfied.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger

Closing Certificate. The Company Parent shall have delivered to Parent furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 Sections 7.3(a), (b) and Section 6.2 (c) have been satisfied.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger, Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.1 6.3(a), Section 6.3(b) and Section 6.2 6.3(c) have been satisfied.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Coherent Inc)

Closing Certificate. The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date and certificate signed on behalf of the Company by its chief executive officer the Chief Executive Officer or chief financial officer certifying the Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.1 6.3(a) and Section 6.2 6.3(b) have been satisfied.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Cousins Properties Inc), Agreement and Plan of Merger (Sabra Health Care REIT, Inc.), Agreement and Plan of Merger (Care Capital Properties, Inc.)

Closing Certificate. The Company shall have delivered to received a certificate signed on behalf of Parent a certificateby the Chief Executive Officer or the Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 6.1 6.2(a) and Section 6.2 6.2(b) have been satisfied.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Sabra Health Care REIT, Inc.), Agreement and Plan of Merger (Cousins Properties Inc), Agreement and Plan of Merger (Kimco Realty Corp)

Closing Certificate. The Company shall have delivered to Parent received a certificate, dated as of certificate signed by the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying of Parent, dated the Closing Date, to the effect that the conditions set forth in Section 6.1 7.3(a), Section 7.3(b) and Section 6.2 7.3(c) have been satisfied.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (COURIER Corp), Agreement and Plan of Merger (Quad/Graphics, Inc.), Agreement and Plan of Merger (RR Donnelley & Sons Co)

Closing Certificate. The Company shall will have delivered to furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 Sections 7.2(b), (c) and Section 6.2 (d) have been satisfied.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Arena Pharmaceuticals Inc), Agreement and Plan of Merger (Biohaven Research Ltd.)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.1 6.2(a), Section 6.2(b) and Section 6.2 6.2(c) have been satisfied.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Coherent Inc)

Closing Certificate. The Parent will have furnished the Company shall have delivered to Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf by a duly appointed officer of the Company by its chief executive officer or chief financial officer certifying Parent to the effect that the conditions set forth in Section 6.1 Sections 7.3(a) and Section 6.2 (b) have been satisfied.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Biohaven Pharmaceutical Holding Co Ltd.), Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger (Biohaven Research Ltd.)

Closing Certificate. The Company Parent shall have delivered to Parent furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf by a duly appointed officer of the Company by its chief executive officer or chief financial officer certifying Parent to the effect that the conditions set forth in Section 6.1 Sections 7.3(a) and Section 6.2 (b) have been satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (Seagen Inc.)

Closing Certificate. The Company shall have delivered to received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Parent a certificateCorporation, dated the Closing Date, to the effect that, to the knowledge of such officer after due inquiry, as of the Closing Date and signed on behalf of Date, the Company by its chief executive officer or chief financial officer certifying conditions applicable to the effect that the conditions Parent Corporation set forth in Section 6.1 7.3(a) and Section 6.2 7.3(b) have been satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (CFM Technologies Inc)

Closing Certificate. The Company shall have delivered to received a certificate signed on behalf of Parent a certificateby the Chief Executive Officer and Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 6.1 6.2(a), Section 6.2(b) and Section 6.2 6.2(c) have been satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Spirit Realty Capital, Inc.), Agreement and Plan of Merger (Spirit Realty Capital, Inc.), Agreement and Plan of Merger (Realty Income Corp)

Closing Certificate. The Company shall have delivered to Parent received a certificatecertificate signed by an executive officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 6.1 7.3(a) and Section 6.2 7.3(b) have been satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Benihana Inc)

Closing Certificate. The Company Parent Corporation shall have delivered to Parent received a certificatecertificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to the effect that, to the knowledge of such officers after due inquiry, as of the Closing Date and signed on behalf of Date, the conditions applicable to the Company by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 6.1 7.2(a) and Section 6.2 7.2(b) have been satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (CFM Technologies Inc)

Closing Certificate. The Company shall have delivered to Parent received a certificatecertificate signed by a duly authorized officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 6.1 8.03(a) and Section 6.2 8.03(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)

Closing Certificate. The Company shall have delivered to Parent received a certificatecertificate signed on behalf of Parent, dated as of the Closing Date and signed on behalf of Date, by the Company by its chief executive officer or chief financial officer certifying to of the effect Parent that the conditions set forth in Section 6.1 8.3(a) and Section 6.2 8.3(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Kindred Biosciences, Inc.)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of by the Company by its chief executive officer Company’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.1 6.3(a) and Section 6.2 6.3(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Eldorado Resorts, Inc.)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 6.1 6.2(a), Section 6.2(b) and Section 6.2 6.2(c) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KMG Chemicals Inc), Agreement and Plan of Merger (Analog Devices Inc)

Closing Certificate. The Company shall will have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf by an executive officer of the Company by its chief Company, certifying in his or her capacity as an executive officer and not in his or chief financial officer certifying to her individual capacity the effect that satisfaction of the conditions set forth in Section 6.1 Sections 6.03(a) and Section 6.2 have been satisfied6.03(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Axsys Technologies Inc), Agreement and Plan of Merger (Otix Global, Inc.)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.1 6.2(a) and Section 6.2 6.2(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)

Closing Certificate. The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date and signed certificate executed on behalf of the Company by its chief executive officer the Chief Executive Officer or chief financial officer certifying to Chief Financial Officer of the effect Company confirming that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.)

Closing Certificate. The Company shall have delivered to Parent received a certificatecertificate signed by an executive officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that that, to the best of such officer's knowledge, the conditions set forth in Section 6.1 7.3(a) and Section 6.2 (b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger (Southwest Gas Corp)

Closing Certificate. The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date and certificate signed on behalf of the Company by its chief executive officer or chief financial officer certifying the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.1 6.3(a), Section 6.3(b) and Section 6.2 6.3(c) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)

Closing Certificate. The Company Parent shall have delivered to Parent furnished the Company with a certificate, certificate dated as of the Closing Date and date of determination signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 Sections 7.3(a) and Section 6.2 7.3(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief an executive officer or chief financial officer officer, certifying to the effect that the conditions set forth in Section 6.1 6.3(a) and Section 6.2 6.3(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Littelfuse Inc /De), Agreement and Plan of Merger (Ixys Corp /De/)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Chief Executive Officer, certifying to the effect that the conditions set forth in Section 6.1 6.2(a) and Section 6.2 6.2(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)

Closing Certificate. The Company shall have delivered to Parent received a certificatecertificate signed on behalf of the Chief Executive Officer or Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that each of the conditions set forth in Section 6.1 8.3(a), Section 8.3(b) and Section 6.2 8.3(c) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Healthpeak Properties, Inc.), Agreement and Plan of Merger (Physicians Realty Trust)

Closing Certificate. The Company shall Parent will have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief an executive officer of Parent, certifying in his or chief financial her capacity as an executive officer certifying to of Parent and not in his or her capacity as an individual the effect that satisfaction of the conditions set forth in Section 6.1 Sections 6.02(a) and Section 6.2 have been satisfied6.02(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Axsys Technologies Inc), Agreement and Plan of Merger (Otix Global, Inc.)

Closing Certificate. The Company shall have delivered to received a certificate signed on behalf of Parent a certificateby the Chief Executive Officer or the Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 6.1 6.3(a) and Section 6.2 6.3(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (New Senior Investment Group Inc.), Agreement and Plan of Merger (Ventas, Inc.)

Closing Certificate. The Company At the Closing, Parent shall have deliver or cause to be delivered to Parent the Company a certificatecertificate signed by an authorized officer of Parent, dated as of the Closing Date and signed on behalf of Date, confirming the Company by its chief executive officer or chief financial officer certifying to the effect that the conditions matters set forth in Section 6.1 and Section 6.2 have been satisfiedSections 6.3(a) through 6.3(b).

Appears in 2 contracts

Samples: Share Purchase Agreement (Attunity LTD), Agreement and Plan of Merger (Attunity LTD)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as certificate executed by an authorized officer of the Closing Date and signed Company certifying on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth specified in Sections 6.2(a), Section 6.1 6.2(b) and Section 6.2 6.2(c) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Relay Therapeutics, Inc.), Agreement and Plan of Merger (Exact Sciences Corp)

Closing Certificate. The Company shall have delivered to furnished Parent with a certificate, certificate dated as of the Closing Date and date of determination signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 Sections 7.2(a), 7.2(b), and Section 6.2 7.2(c) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)

Closing Certificate. The Company shall have delivered to Parent received a certificate, certificate dated as of the Closing Date and signed on behalf by an authorized officer of the Company by its chief executive officer or chief financial officer Parent, certifying to the effect that the conditions set forth specified in Section 6.1 Sections 6.3(a) and Section 6.2 6.3(b) have been satisfied.

Appears in 2 contracts

Samples: Execution Version Agreement and Plan of Merger, Agreement and Plan of Merger (Eschelon Telecom Inc)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 6.1 6.3(a) and Section 6.2 6.3(b) have been satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Linear Technology Corp /Ca/)

Closing Certificate. The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date and certificate signed on behalf of the Company by its chief an executive officer or chief financial officer of the Company, dated as of the Closing Date, certifying to the effect that the conditions set forth in Section 6.1 6.2(a) and Section 6.2 have been 6.2(b) are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GPT Operating Partnership LP)

Closing Certificate. The Company shall have delivered to received a certificate signed on behalf of Parent a certificateby an executive officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 6.1 7.3(a), Section 7.3(b) and Section 6.2 have been 7.3(c) are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jernigan Capital, Inc.)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and certificate signed on behalf by a duly authorized officer of the Company by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth specified in Section 6.1 Sections 6.1, 6.2 and Section 6.2 6.3 have been satisfiedsatisfied in all respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fti Consulting Inc)

Closing Certificate. The At Closing, the Company shall have delivered to received a certificate signed by the Parent a certificate, and dated as the date of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth precedent provided in Section 6.1 and Section 6.2 6.01(a) through (j) hereof have been satisfied. The delivery of such certificate shall in no way diminish, supercede or enlarge the representations and warranties of the Parent made in this Agreement or its liability in respect thereof pursuant to Article VII hereof.

Appears in 1 contract

Samples: Employment Agreement (Nematron Corp)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as certificate executed by an authorized officer of the Closing Date and signed Company certifying on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth specified in Section 6.1 6.2(a), Section 6.2(b) and Section 6.2 6.2(c) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Absci Corp)

Closing Certificate. The Company shall have delivered to Parent a certificate, certificate to such effect dated as of the Closing Date and signed on behalf executed by a duly authorized officer of the Company by its chief executive officer or chief financial officer Company, certifying to the effect that satisfaction of the conditions set forth in Section 6.1 7.02(a) and Section 6.2 have been satisfied.7.02(b); and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heritage Insurance Holdings, Inc.)

Closing Certificate. The Company shall have executed and delivered to Parent a certificatecertificate dated the Closing Date, dated as signed by the Chief Executive Officer and Chief Financial Officer of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Company, certifying to the effect that satisfaction of the conditions set forth in Section 6.1 6.3(a), Section 6.3(b), Section 6.3(c) and Section 6.2 have been satisfied6.3(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Communications Systems Inc)

Closing Certificate. The Prior to the Effective Time, the Company shall have delivered to Parent received a certificate, dated as of the Closing Date and Date, signed on behalf of the Company by its chief a manager or executive officer or chief financial officer of each of Parent and Merger Sub, certifying to the effect that the conditions set forth specified in Section 6.1 and Section 6.2 6.3 have been satisfiedfulfilled.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Halifax Corp of Virginia)

Closing Certificate. The Company shall will have delivered to furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 Sections 7.2(a), (b) and Section 6.2 (c) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inhibrx, Inc.)

Closing Certificate. The Company shall have delivered to the Parent a certificatecertificate of the Company, executed by the Chief Executive Officer of the Company and dated as of the Closing Date and signed Date, certifying on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth in Section 6.1 and Section 6.2 have Sections 6.2(a)-(h) has been satisfiedsatisfied in all respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.)

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Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 6.1 6.3(a), Section 6.3(b) and Section 6.2 6.3(c) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KMG Chemicals Inc)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 6.1 7.3(a) and Section 6.2 (b) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WHITEWAVE FOODS Co)

Closing Certificate. The Company shall have delivered to Parent a certificate, certificate dated as of the Closing Date and Date, signed on behalf by a duly authorized officer of the Company by its chief executive officer or chief financial officer Company, certifying to the effect that the conditions set forth in Section 6.1 6.02(a) and Section 6.2 6.02(b) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Assured Guaranty LTD)

Closing Certificate. The Company Corporation shall have delivered to the Parent a certificate, dated as of the Closing Date and signed Effective Date, executed by a senior officer of the Corporation (on behalf of the Company by its chief executive officer or chief financial officer Corporation without personal liability), certifying to the effect that satisfaction of the conditions set forth in Section 6.1 6.2(1), Section 6.2(2), and Section 6.2 have been satisfied6.2(3).

Appears in 1 contract

Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)

Closing Certificate. The Company shall have delivered to furnished Parent with a certificate, certificate dated as of the Closing Date and signed on behalf of it by the Chief Executive Officer of the Company by its chief executive officer or chief financial officer certifying to the effect that that, to the actual knowledge of the Chief Executive Officer, the conditions set forth in Section 6.1 Sections 7.03(a), (b), (c), and Section 6.2 (e) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proxymed Inc /Ft Lauderdale/)

Closing Certificate. The Company shall have delivered to Parent received a certificatecertificate signed on behalf of Parent, dated as of the Closing Date and signed on behalf Date, by an authorized representative of the Company by its chief executive officer or chief financial officer certifying Parent to the effect that each of the conditions set forth in Section 6.1 7.3(a) and Section 6.2 7.3(b) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harpoon Therapeutics, Inc.)

Closing Certificate. The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company and dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 6.1 8.01(a), Section 8.01(c) and Section 6.2 have been satisfied8.01(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vesper Healthcare Acquisition Corp.)

Closing Certificate. The Company Parent shall have delivered to Parent received a certificatecertificate of the Company, executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 6.1 5.1(a), Section 5.2(a), Section 5.2(b) and Section 6.2 5.2(c) have been satisfiedsatisfied in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 6.1 6.2(a),Section 6.2(b) and Section 6.2 6.2(c) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.1 6.2(a), Section 6.2(b) and Section 6.2 6.2(c) have been satisfied.; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, dated as of the Closing Date and signed on behalf of the Company Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 6.1 and 8.1and Section 6.2 8.2 have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Mid Bancshares, Inc.)

Closing Certificate. The Company shall have delivered to Parent received a certificate, dated as of certificate signed by the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying of Parent, dated the Closing Date, to the effect that the conditions set forth in Section 6.1 7.3(a) and Section 6.2 7.3(b) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LSC Communications, Inc.)

Closing Certificate. The Company Each of the Companies shall have delivered to Parent a certificate, signed by an executive officer of such Company and dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 6.1 8.3(a) and Section 6.2 have been satisfied8.3(b) with respect to such Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fortress Value Acquisition Corp.)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf executed by the Chief Executive Officer of the Company by its chief executive officer or chief financial officer certifying to Company, substantially in the effect that the conditions form set forth in Section 6.1 and Section 6.2 have been satisfiedExhibit I attached hereto.

Appears in 1 contract

Samples: Agreement And (Safenet Inc)

Closing Certificate. The Parent will have received a certificate signed on behalf of Company shall have delivered to Parent a certificateby its Chief Executive Officer and Chief Financial Officer, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect Date, that the conditions set forth in Section 6.1 Sections 6.3(a) and Section 6.2 have been satisfied(b) are satisfied as of the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avi Biopharma Inc)

Closing Certificate. The Company shall have delivered to Parent a certificate, certificate dated as of the Closing Date and signed on behalf by an officer of the Company by its chief executive officer or chief financial officer certifying to confirming the effect that the conditions set forth matters in Section 6.1 5.2(a), Section 5.2(b) and Section 6.2 have been satisfied5.2(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Global Logistics, Inc.)

Closing Certificate. The Company shall have delivered furnished to Parent a certificatecertificate executed by an officer of the Company on behalf of the Company, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth specified in Section 6.1 Sections 6.1, 6.2 and Section 6.2 6.3 have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ak Steel Holding Corp)

Closing Certificate. The Company At Closing, the Parent shall have delivered to Parent received a certificate, certificate signed by the Company and dated as the date of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth precedent provided in Section 6.1 and Section 6.2 6.02(a) through (p) hereof have been satisfied. The delivery of such certificate shall in no way diminish, supercede or enlarge the representations and warranties of the Company made in this Agreement or its liability in respect thereof pursuant to Article VII hereof.

Appears in 1 contract

Samples: Employment Agreement (Nematron Corp)

Closing Certificate. The Chief Executive Officer of the Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Date, certifying to the effect that each of the conditions set forth specified above in Section 6.1 Sections 6.1, 6.2 and Section 6.2 6.7 have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cortexyme, Inc.)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 6.1 7.2(a), (b) and Section 6.2 (c) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WHITEWAVE FOODS Co)

Closing Certificate. The Company shall have delivered to received a certificate signed on behalf of Parent a certificateby an executive officer of Parent, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 6.1 6.3(a) and Section 6.2 have been 6.3(b) are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GPT Operating Partnership LP)

Closing Certificate. The Company shall have executed and delivered to Parent a certificate, dated as certificate of the Closing Date Company, executed by the Chief Executive Officer and signed on behalf Chief Financial Officer of the Company by its chief executive officer or chief financial officer certifying to the effect Company, that each of the conditions set forth in Section 6.1 and Section 6.2 have Sections 5.3(a)-(d) has been satisfiedsatisfied in all respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Entrust Inc)

Closing Certificate. The Company shall will have delivered to received a certificate signed on behalf of Parent a certificateby its President or Chief Financial Officer, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect Date, that the conditions set forth in Section 6.1 Sections 6.2(a) and Section 6.2 have been satisfied(b) are satisfied as of the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avi Biopharma Inc)

Closing Certificate. The Company Parent shall have delivered to Parent the Company a certificate, signed by an executive officer of Parent and dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 6.1 8.02(a) and Section 6.2 have been satisfied8.02(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vesper Healthcare Acquisition Corp.)

Closing Certificate. The Company shall will have delivered to furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 6.02(a), Section 6.02(b) and Section 6.2 6.02(c) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as certificate of the Closing Date Company, executed by the Chief Executive Officer and signed on behalf Chief Financial Officer of the Company by its chief executive officer or chief financial officer certifying to the effect Company, that each of the conditions set forth in Section 6.1 and Section 6.2 have Sections 6.2(a)-(d) has been satisfiedsatisfied in all respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVG Technologies N.V.)

Closing Certificate. The Company shall have delivered to furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of the Company by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 6.1 Sections 7.2(a), (b), (c) and Section 6.2 (d) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)

Closing Certificate. The Company shall have delivered to Parent a certificate, dated as the date of the Closing Date and Closing, signed on behalf by the chief executive officer of the Company by its chief executive officer or chief financial officer (but without personal liability thereto), certifying as to the effect that fulfillment of the conditions set forth specified in Section 6.1 Sections 7.1(a), 7.2(a) and Section 6.2 have been satisfied7.2(b) (except to the extent related to Parent’s compliance with applicable federal and state securities laws, as to which such officer makes no certification).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Viisage Technology Inc)

Closing Certificate. The Company shall have delivered to received a certificate of Parent, executed by the Chief Executive Officer or the Chief Financial Officer of Parent a certificate, dated as of the Closing Date and signed on behalf of the Company by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 6.1 5.1(b), Section 5.3(a), Section 5.3(b) and Section 6.2 5.3(c) have been satisfiedsatisfied in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)

Closing Certificate. The Company shall have delivered to Parent received a certificate, dated as of the Closing Date and Date, in substantially the form attached as Exhibit C hereto, signed by an executive officer of Parent, certifying on behalf of the Company by its chief executive officer or chief financial officer certifying to the effect Parent that the conditions set forth specified in Section 6.1 the foregoing Sections 11.1 and Section 6.2 11.2 have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Patent Development Corp)

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