Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Teledyne Technologies Inc)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as Company by the Chief Executive Officer or Chief Financial Officer of the Closing Date, Company to the foregoing effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Irobot Corp), Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Transaction Systems Architects Inc)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CRT Properties Inc), Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (CentraCore Properties Trust)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate signed by an officer of an authorized executive officer the Company on behalf of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Infinity Property & Casualty Corp), Agreement and Plan of Merger (KEMPER Corp)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each all of its agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time. , and Parent shall have received a certificate signed on behalf of the Company by an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allstate Corp), Agreement and Plan of Merger (National General Holdings Corp.)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBOE Holdings, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate signed on behalf of the Company by an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Penford Corp)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and the Major Shareholders shall have executed and performed the transactions set forth in the Selling Shareholders Agreement, and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as Company by the Chief Executive Officer or Chief Financial Officer of the Closing Date, Company to the foregoing effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Industries Corp)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prospect Medical Holdings Inc)
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent and Parent LP shall have received a certificate of an authorized executive officer signed on behalf of the CompanyCompany by its Chief Executive Officer, Vice President—Finance or Executive Vice President, dated as of the Closing Date, to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all material agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as Company by the Chief Executive Officer or Chief Financial Officer of the Closing Date, Company to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all material agreements and covenants Agreement and Plan of Merger — Page 64 required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as Company by the Chief Executive Officer or Chief Financial Officer of the Closing Date, Company to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as Company by the Chief Executive Officer or Chief Financial Officer of the Closing Date, Company to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied with, in all material respects with each of its respects, all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of to the Company, effect set forth in the preceding sentence dated as of the Closing Date, to Date duly executed by an officer of the foregoing effectCompany.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. , and Parent shall have received a certificate signed on behalf of the Company by an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each all of its agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time. , and Parent shall have received a certificate signed on behalf of an authorized the Company by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time. , and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all material agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective Time. Parent Closing, and Buyer shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as Company by the Chief Executive Officer or Chief Financial Officer of the Closing Date, Company to the foregoing effect.
Appears in 1 contract
Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Time and Parent shall have received a certificate of an authorized executive officer signed on behalf of the Company, dated as of the Closing Date, to the foregoing effect.
Appears in 1 contract
