Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 20 contracts
Samples: And Restated Agreement and Plan of Merger (eHi Car Services LTD), Agreement and Plan of Merger (Genetron Holdings LTD), Agreement and Plan of Merger (O2micro International LTD)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Lj International Inc), Agreement and Plan of Merger (Ali YK Investment Holding LTD), Agreement and Plan of Merger (Alibaba Group Holding LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(d).
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Youku Tudou Inc.), Agreement and Plan of Merger (Chuanwei Zhang)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Focus Media Holding LTD), Agreement and Plan of Merger (7 Days Group Holdings LTD), Agreement and Plan of Merger (Airmedia Group Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(e).
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Baring Asia Private Equity Fund v Co-Investment L.P.), Plan of Merger (Ocean Imagination L.P.), Agreement and Plan of Merger (58.com Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Kongzhong Corp), Agreement and Plan of Merger (Country Style Cooking Restaurant Chain Co., Ltd.), Agreement and Plan of Merger (Qunar Cayman Islands Ltd.)
Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Parent in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.2(a), 8.2(b) and Section 7.03(b8.2(c).
Appears in 8 contracts
Samples: Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a) and Section 7.03(b8.02(b).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sequoia Capital China I Lp), Agreement and Plan of Merger (Le Gaga Holdings LTD), Agreement and Plan of Merger (China Hydroelectric Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (China Hydroelectric Corp), Agreement and Plan of Merger (Sequoia Capital China I Lp), Agreement and Plan of Merger (NewQuest Asia Fund I, L.P.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(c).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Navios Maritime Holdings Inc.), Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (Mecox Lane LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(d).
Appears in 5 contracts
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.), Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (New Beginnings Acquisition Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the President or any Senior Vice President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger And (Chippac Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an the President or any executive officer of Parentthe Company, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Horowitz Seth), Agreement and Plan of Merger (Horowitz Seth)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the President or any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Horowitz Seth), Agreement and Plan of Merger (Horowitz Seth)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Senior Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger And (Chippac Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a) and Section 7.03(b6.3(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Amcomp Inc /Fl), Agreement and Plan of Merger (FMG Acquisition Corp), Agreement and Plan of Merger (FMG Acquisition Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 4 contracts
Samples: Merger Agreement (Avolon Holdings LTD), Agreement and Plan of Merger (Cepheid), Agreement and Plan of Merger (Wang Benson Haibing)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bojangles', Inc.), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Wausau Paper Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Axonics, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axonics, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of that the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b)8.03(b) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Qualtrics International Inc.), Agreement and Plan of Merger (Aegion Corp), Agreement and Plan of Merger (Sonic Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shanda Games LTD), Agreement and Plan of Merger (China Mobile Games & Entertainment Group LTD), Agreement and Plan of Merger (iKang Healthcare Group, Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of that the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b)8.02(c) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aegion Corp), Agreement and Plan of Merger (Qualtrics International Inc.), Agreement and Plan of Merger (Sonic Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Navios Maritime Holdings Inc.), Agreement and Plan of Merger (Asv Holdings, Inc.), Agreement and Plan of Merger (Metaldyne Performance Group Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Swank, Inc.), Agreement and Plan of Merger (Nuco2 Inc /Fl), Agreement and Plan of Merger (Landrys Restaurants Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying on behalf of the Company as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SeaBright Holdings, Inc.), Agreement and Plan of Merger (Enstar Group LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Administrative Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a), (b) and Section 7.03(b(e).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Registration Rights Agreement (Camden Learning CORP)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(a) Sections 7.2(a), (b), and Section 7.03(b(e).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (FlatWorld Acquisition Corp.), Agreement and Plan of Reorganization (Bimini Capital Management, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of that the conditions specified in Section 7.03(a) and Section 7.03(b)) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a), 7.03(b) and Section 7.03(b7.03(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan (International Steel Group Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nord Anglia Education, Inc.), Merger Agreement (Avolon Holdings LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(d).
Appears in 2 contracts
Samples: Business Combination Agreement (New Beginnings Acquisition Corp.), Stockholders Agreement (Quantum Computing Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a director or officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ma Baoli), Agreement and Plan of Merger (BlueCity Holdings LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Care Property Investors Inc), Agreement and Plan of Merger (CNL Retirement Properties Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the chief executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Epocrates Inc), Agreement and Plan of Merger (Athenahealth Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(d).
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.2(a), (b), (e) and Section 7.03(b(f).
Appears in 2 contracts
Samples: Registration Rights Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a), 7.03(b) and Section 7.03(b7.03(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a7.2(a) and through Section 7.03(b7.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Jinsheng), Agreement and Plan of Merger (Simcere Pharmaceutical Group)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synutra International, Inc.), Agreement and Plan of Amalgamation (Global Sources LTD /Bermuda)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(b7.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verticalnet Inc), Agreement and Plan of Merger (E-Z-Em, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD), Agreement and Plan of Merger (Zenith National Insurance Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(c) and Section 8.02(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BlueCity Holdings LTD), Agreement and Plan of Merger (Ma Baoli)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(bthrough 7.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wang Benson Haibing), Agreement and Plan of Merger (Taomee Holdings LTD)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Corn Products International Inc), Agreement and Plan of Merger And (Bunge LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a) and Section 7.03(b8.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Bunge LTD), Agreement and Plan of Merger And (Corn Products International Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer authorized signatory of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer and Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verticalnet Inc), Agreement and Plan of Merger (E-Z-Em, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an a duly authorized executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).
Appears in 2 contracts
Samples: Agreement of Merger and Reorganization (Roanoke Electric Steel Corp), Agreement of Merger and Reorganization (Steel Dynamics Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a7.3(a) and Section 7.03(b7.3(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Jinsheng), Agreement and Plan of Merger (Simcere Pharmaceutical Group)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the President or any Executive Vice President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commonwealth Industries Inc/De/), Agreement and Plan of Merger (Imco Recycling Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a), (b) and Section 7.03(b(e).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Agreement and Plan of Reorganization (FlatWorld Acquisition Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan (International Steel Group Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a), 6.3(b) and Section 7.03(b6.3(e).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.), Business Combination Agreement (57th Street General Acquisition Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an a duly authorized executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(b7.2(b).
Appears in 2 contracts
Samples: Agreement of Merger and Reorganization (Roanoke Electric Steel Corp), Agreement of Merger and Reorganization (Steel Dynamics Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying on behalf of Parent as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group LTD), Agreement and Plan of Merger (SeaBright Holdings, Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD), Agreement and Plan of Merger (Zenith National Insurance Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Care Property Investors Inc), Agreement and Plan of Merger (CNL Retirement Properties Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and 7.02(a), Section 7.03(b7.02(b),and Section 7.02(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tang Liang), Agreement and Plan of Merger (Ossen Innovation Co. Ltd.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(e) and Section 7.03(b7.02(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WuXi PharmaTech (Cayman) Inc.), Agreement and Plan of Merger (TDCX Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of that the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b)7.02(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abaxis Inc), Agreement and Plan of Merger (Zoetis Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Executive Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying on behalf of the Company as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Mercury Financial Corp)
Officer Certificate. Parent (i) The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a10.02(a) and Section 7.03(b10.02(d).
Appears in 1 contract
Samples: Business Combination Agreement (McAp Acquisition Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a8.2(a) and Section 7.03(bthrough (c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (eFuture Holding Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and 7.02(a), Section 7.03(b7.02(b), Section 7.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Supernova Investment Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying on behalf of Parent as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Mercury Financial Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(bthrough 7.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mindray Medical International LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the Chief Executive Officer or the Chief Finance Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 1 contract
Samples: Business Combination Agreement (Cambridge Capital Acquisition Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed certificate executed by an a duly authorized executive officer of Parentthe Company, dated as of the Closing Date, certifying as to the satisfaction of that the conditions specified set forth in Section 7.03(a7.3(a), Section 7.3(b) and Section 7.03(b)7.3(c) have been satisfied.
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Nepstar Chain Drugstore Ltd.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying dated as to the satisfaction of the conditions specified Closing Date, certifying the matters set forth in Section 7.03(a) Sections 8.1 and Section 7.03(b8.2 (the “Parent Officer’s Certificate’”).
Appears in 1 contract
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Zenix Auto International LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a director or a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.2(a) and Section 7.03(b8.2(b).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trunkbow International Holdings LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.03(b7.02(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (O2micro International LTD)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a director of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (iKang Healthcare Group, Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an authorized executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b), Section 8.02(c) and Section 7.03(b8.02(d).
Appears in 1 contract
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSection 7.02(a), Section 7.02(b) and Section 7.03(bSection 7.02(c).
Appears in 1 contract
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an any executive officer of Parentthe Company, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a9.03(a) and Section 7.03(b9.03(b).
Appears in 1 contract
Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a10.03(a), Section 10.03(b) and Section 7.03(b10.03(d).
Appears in 1 contract
Samples: Business Combination Agreement (McAp Acquisition Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer manager of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.2(a), 6.2(b) and Section 7.03(b6.2(e).
Appears in 1 contract
Samples: Business Combination Agreement (57th Street General Acquisition Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (World Heart Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(c) and 7.02(e).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).. 52
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Scientific Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the Closing, signed by an the chief executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company (i) a certificate, dated the date of the Closing, signed certificate executed by an a duly authorized executive officer of Parent, certifying dated as to the satisfaction of the Closing Date, certifying that the conditions specified set forth in Section 7.03(a7.2(a) and Section 7.03(b)7.2(b) have been satisfied with respect to Parent and (ii) a certificate executed by a duly authorized executive officer of Merger Sub, dated as of the Closing Date, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied with respect to Merger Sub.
Appears in 1 contract
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.03(bSection 7.02(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tarena International, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or Chairman of the Board of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 9.03(a) and Section 7.03(b9.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an a director or executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nord Anglia Education, Inc.)
Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of the Parent, certifying dated as to the satisfaction of the conditions specified Closing Date, certifying the matters set forth in Section 7.03(a) Sections 10.1 and Section 7.03(b)10.2.
Appears in 1 contract
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b(b).
Appears in 1 contract
Samples: Stockholders Agreement (Zonagen Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President and Chief Executive Officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 1 contract
