Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 34 contracts
Sources: Merger Agreement (Ourpets Co), Merger Agreement (Campus Crest Communities, Inc.), Merger Agreement (Zale Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect.
Appears in 33 contracts
Sources: Merger Agreement (Willbros Group, Inc.\NEW\), Merger Agreement (Primoris Services Corp), Merger Agreement (Hanmi Financial Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an a senior executive officer of Parent to such effect.
Appears in 23 contracts
Sources: Agreement and Plan of Merger (Penn National Gaming Inc), Merger Agreement (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Exelon Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all material obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by an executive officer of each of Parent and Merger Sub, respectively, to such effect.
Appears in 11 contracts
Sources: Merger Agreement (Ares Management LLC), Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects all obligations with the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent by an a duly authorized executive officer of Parent to such effect.; and
Appears in 10 contracts
Sources: Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Towers Watson & Co.), Merger Agreement (Willis Group Holdings PLC)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 9 contracts
Sources: Merger Agreement (Quest Software Inc), Merger Agreement (Dell Inc), Merger Agreement (Quest Software Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by an executive officer of each of Parent and Merger Sub, respectively, to such effect.
Appears in 9 contracts
Sources: Merger Agreement (Berkeley Lights, Inc.), Merger Agreement (IsoPlexis Corp), Merger Agreement (Jefferies Financial Group Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects with all obligations required to be performed or complied with by them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent by an a duly authorized executive officer of Parent to such effect.
Appears in 9 contracts
Sources: Merger Agreement (American Cannabis Company, Inc.), Merger Agreement (American Cannabis Company, Inc.), Merger Agreement (Radisys Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of Parent by an executive authorized officer of Parent to such effect.
Appears in 9 contracts
Sources: Merger Agreement (Bright Mountain Media, Inc.), Merger Agreement (Ellie Mae Inc), Agreement and Plan of Merger (GigOptix, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer or Chief Financial Officer of Parent to such effect.
Appears in 8 contracts
Sources: Merger Agreement (Conmed Corp), Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (Bowne & Co Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all of its respective obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent its Chief Executive Officer and Chief Financial Officer to such effect.
Appears in 8 contracts
Sources: Agreement and Plan of Merger (ATRM Holdings, Inc.), Merger Agreement (Digirad Corp), Merger Agreement (Fairpoint Communications Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an a senior executive officer of Parent to such effect.
Appears in 7 contracts
Sources: Merger Agreement (Blount International Inc), Merger Agreement (Textron Inc), Merger Agreement (Jones Group Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 7 contracts
Sources: Merger Agreement (Harris Corp /De/), Merger Agreement (Exelis Inc.), Merger Agreement (Terraform Global, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by an the respective chief executive officer and the chief financial officer of Parent each such entity to such effect.
Appears in 6 contracts
Sources: Merger Agreement (Arena Resources Inc), Merger Agreement (Sandridge Energy Inc), Merger Agreement (Kerr McGee Corp /De)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied with, in all material respects respects, all obligations material agreements and covenants required to be performed or complied with by them under this Agreement at or prior to the Closing Date, Date and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer or the chief financial officer of Parent to such effect.
Appears in 6 contracts
Sources: Merger Agreement (Medytox Solutions, Inc.), Merger Agreement (CollabRx, Inc.), Merger Agreement (Amtech Systems Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.; and
Appears in 6 contracts
Sources: Merger Agreement (PAETEC iTel, L.L.C.), Merger Agreement (NationsHealth, Inc.), Merger Agreement (Hilb Rogal & Hobbs Co)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer of Parent to such effect.
Appears in 5 contracts
Sources: Merger Agreement (Rait Investment Trust), Merger Agreement (Learning Care Group, Inc), Agreement and Plan of Merger (Archipelago Holdings Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 5 contracts
Sources: Merger Agreement (Ambarella Inc), Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement at it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent by an executive officer and Merger Sub, dated as of Parent the Closing Date, to such the foregoing effect.
Appears in 5 contracts
Sources: Merger Agreement (Banks.com, Inc.), Merger Agreement (Remark Media, Inc.), Merger Agreement (Remark Media, Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent its respective Chief Executive Officer to such effecteffect dated as of the Closing Date.
Appears in 5 contracts
Sources: Merger Agreement (Synergx Systems Inc), Merger Agreement (En Pointe Technologies Inc), Merger Agreement (Hirsch International Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations their agreements contained in this Agreement required to be performed by them under this Agreement at on or prior to the Closing Date, Effective Time and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Merger Sub and Parent to such that effect.
Appears in 5 contracts
Sources: Merger Agreement (Westaff Inc), Merger Agreement (Sorensen Trust), Merger Agreement (Ace Cash Express Inc/Tx)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all covenants and obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company . The Partnership shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 5 contracts
Sources: Merger Agreement (Martin Midstream Partners L.P.), Merger Agreement (Blueknight Energy Partners, L.P.), Merger Agreement (Valero Energy Partners Lp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect.
Appears in 4 contracts
Sources: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Stride Rite Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer or the chief financial officer of Parent to such effect.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (Dynamex Inc), Merger Agreement (Dynamex Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all the obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate to such effect from each of Parent and Merger Sub (i) signed on behalf of Parent by an executive officer the Chief Executive Officer and the Chief Financial Officer of Parent to such effectof Parent and (ii) signed on behalf of Merger Sub by the Chief Executive Officer and the Chief Financial Officer of Merger Sub.
Appears in 4 contracts
Sources: Merger Agreement (Yodlee Inc), Merger Agreement (Envestnet, Inc.), Merger Agreement (Chubb Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects all with the obligations and covenants required to be performed or complied with by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer the Chief Executive Officer or the Chief Financial Officer of Parent to such effect.
Appears in 4 contracts
Sources: Merger Agreement (Markforged Holding Corp), Merger Agreement (Nano Dimension Ltd.), Merger Agreement (Nano Dimension Ltd.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have each performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received receive at Closing a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent each company to such effect.
Appears in 4 contracts
Sources: Merger Agreement (Perficient Inc), Merger Agreement (Perficient Inc), Merger Agreement (Perficient Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by each of them under this Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent and Merger Sub to such effectthe effect set forth in this paragraph.
Appears in 3 contracts
Sources: Merger Agreement (Somanta Pharmaceuticals Inc.), Merger Agreement (Access Pharmaceuticals Inc), Merger Agreement (Access Pharmaceuticals Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have duly performed in all material respects all any covenants or obligations required to be performed by them under this Agreement at or prior to the Closing DateDate in all material respects, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer, chief financial officer or senior vice president of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Virage Inc), Merger Agreement (Autonomy Corp PLC), Merger Agreement (Virage Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement at it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent and Merger Sub, dated as of the Closing Date, to such the foregoing effect.
Appears in 3 contracts
Sources: Merger Agreement (Ingredion Inc), Merger Agreement (Penford Corp), Agreement and Plan of Merger (Drugstore Com Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent and Merger Sub, dated as of the Closing Date, to such the foregoing effect.
Appears in 3 contracts
Sources: Merger Agreement (Sevcon, Inc.), Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an executive officer of Parent to such effectParent.
Appears in 3 contracts
Sources: Merger Agreement (Biomimetic Therapeutics, Inc.), Merger Agreement (Wright Medical Group Inc), Merger Agreement (Barr Pharmaceuticals Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer officers of Parent and Merger Sub to such effect.
Appears in 3 contracts
Sources: Merger Agreement (At&t Inc.), Merger Agreement (Directv), Merger Agreement (Dobson Communications Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed and complied with, in all material respects respects, all of their respective obligations under this Agreement required to be performed or complied with by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of each of Parent and Merger Sub to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to before the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects all with their respective obligations required to be performed or complied with by them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Endurance Specialty Holdings LTD), Merger Agreement (Endurance Specialty Holdings LTD), Merger Agreement (Montpelier Re Holdings LTD)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations obligations, and complied in all material respects with the agreements and covenants, required to be performed by them under this Agreement at or prior to the Closing Date, and the complied with by it hereunder. The Company shall have received a certificate signed on behalf of Parent by an executive a senior officer of Parent and Merger Sub attesting to such effectthe foregoing.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Kerzner International LTD), Merger Agreement (Kerzner International LTD), Merger Agreement (Laureate Education, Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer and the principal financial officer of Parent and Merger Sub to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Rock-Tenn CO), Merger Agreement (SMURFIT-STONE CONTAINER Corp), Merger Agreement (Rock-Tenn CO)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing DateClosing, and the Company and EFIH shall have received a certificate signed on behalf of Parent and Merger Sub by an a senior executive officer of Parent and Merger Sub, respectively, to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Sempra Energy), Merger Agreement (Nextera Energy Inc), Merger Agreement (Energy Future Intermediate Holding CO LLC)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, Effective Time; and the Company shall have received a certificate signed on behalf of Parent by an authorized executive officer of Parent to such the foregoing effect and a certificate signed on behalf of Merger Sub by an authorized executive officer of Merger Sub to the foregoing effect.
Appears in 3 contracts
Sources: Merger Agreement (Herbst Gaming Inc), Merger Agreement (Sands Regent), Merger Agreement (Peregrine Systems Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by each of them under this Agreement at or prior to the Closing Date, . Holdings and the Company shall have received a certificate dated as of the Closing Date signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent and Merger Sub to such effectthe effect set forth in this paragraph.
Appears in 3 contracts
Sources: Merger Agreement (Macrochem Corp), Merger Agreement (Macrochem Corp), Merger Agreement (Access Pharmaceuticals Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants required to be performed by them it under this Agreement at or prior to the Closing Date, Date and the Company shall have received a certificate signed on behalf of Parent by an executive a duly authorized officer of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Vectis Cp Holdings LLC), Merger Agreement (Critical Path Inc), Merger Agreement (General Atlantic LLC)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Apollo Education Group Inc), Merger Agreement (CSC Holdings LLC), Merger Agreement (Jasmine Holdco LLC)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations obligations, and complied in all material respects with the agreements and covenants, required to be performed by them under this Agreement or complied with by it hereunder at or prior to the Closing Date, and the Effective Time. The Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent and Merger Sub to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Quality Care Properties, Inc.), Merger Agreement (Welltower Inc.), Merger Agreement (Health Care Reit Inc /De/)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects all obligations with the obligations, covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing DateEffective Time, and the Company Partnership shall have received a certificate signed on behalf of Parent by an a duly authorized executive officer of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Teekay LNG Partners L.P.), Merger Agreement (Teekay Corp), Merger Agreement (Teekay Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects with all obligations required to be performed or complied with by them under this Agreement at or prior to the Closing DateMerger Effective Time, and the Company shall have received a certificate signed on behalf of Parent by an a duly authorized executive officer of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (NorthStar/RXR New York Metro Real Estate, Inc.), Merger Agreement (Omega Healthcare Investors Inc), Merger Agreement (Aviv Reit, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants required to be performed by them it under this Agreement at on or prior to the Closing Date, Date and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer or the chief financial officer of Parent to such effect.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Merger Agreement (Lantheus Holdings, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect.
Appears in 3 contracts
Sources: Merger Agreement (Front Yard Residential Corp), Merger Agreement (Front Yard Residential Corp), Merger Agreement (Athenahealth Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf by the Chief Executive Officer and the Chief Financial Officer of Parent by an executive officer of Parent and Merger Sub to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Clearwater Paper Corp), Merger Agreement (Cellu Tissue Holdings, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at on or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by an the chief executive officer or the chief financial officer of Parent and Merger Sub to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Encore Medical Corp), Merger Agreement (Encore Medical, L.P.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company Target shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.;
Appears in 2 contracts
Sources: Merger Agreement (Geo Group Inc), Merger Agreement (Cornell Companies Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Axway Inc.), Merger Agreement (Tumbleweed Communications Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate certificate, dated the Effective Date, to such effect signed on behalf by the Chief Executive Officer and Chief Financial Officer of Parent by an executive officer of Parent to such effectand Merger Sub.
Appears in 2 contracts
Sources: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp)
Performance of Obligations of Parent and Merger Sub. Each of --------------------------------------------------- Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive authorized officer of Parent to such effect.. ARTICLE VIII
Appears in 2 contracts
Sources: Merger Agreement (Sterling Software Inc), Merger Agreement (Cayenne Software Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, Effective Time and the Company shall have received a certificate dated as of the Closing Date and signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer or the Chief Financial Officer of Parent to such the foregoing effect.
Appears in 2 contracts
Sources: Merger Agreement (Pacific Premier Bancorp Inc), Merger Agreement (Columbia Banking System, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, Effective Time and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent its Chief Executive Officer and its Chief Financial Officer to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Applied Innovation Inc), Merger Agreement (Pegasus Solutions Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer the Chief Executive Officer and the Chief Financial Officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Occupational Health & Rehabilitation Inc), Merger Agreement (Concentra Operating Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all the obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (Matson, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received at the Closing a certificate signed on behalf of Parent by an a senior executive officer of Parent the Company to such effectthe effect that the condition set forth in this Section 7.3(b) has been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Dun & Bradstreet Corp/Nw), Merger Agreement (Dun & Bradstreet Corp/Nw)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants required to be performed by them it under this Agreement at or prior to the Closing Date, Date and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (James River Group, Inc), Merger Agreement (Pediatric Services of America Inc)
Performance of Obligations of Parent and Merger Sub. Parent, Parent Operating Partnership and Merger Sub shall have performed or complied in all material respects with all obligations required to be performed or complied with by them under this Agreement at or prior to the Closing DateMerger Effective Time, and the Company shall have received a certificate signed on behalf of Parent by an a duly authorized executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Starwood Waypoint Residential Trust), Merger Agreement (Colony Capital, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer or other Executive Officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Encore Medical Corp), Merger Agreement (Compex Technologies Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed and complied with, in all material respects respects, all of their respective obligations under this Agreement required to be performed or complied with by them under this Agreement at or prior to the Closing Date, and the . The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effectthe effect the conditions set forth in this Section 7.3(b) have been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Conagra Brands Inc.), Merger Agreement (Pinnacle Foods Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects and complied in all obligations material respects with all agreements and covenants required to be performed or complied with by them it under this Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Medassets Inc), Merger Agreement (Pantry Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Cellu Tissue Holdings, Inc.), Merger Agreement (Cellu Tissue Holdings, Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing DateDate (except for Section 4.01(d)), and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Smithfield Foods Inc), Merger Agreement (Premium Standard Farms, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, Effective Time; and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer or the Chief Financial Officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Allied Capital Corp), Merger Agreement (Ares Capital Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an a senior executive officer of Parent to such effectthe effect that the conditions set forth in this Section 7.3(b) have been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (G&k Services Inc), Merger Agreement (Cintas Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an a senior executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (ReAble Therapeutics Finance LLC), Merger Agreement (Djo Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent and Merger Sub to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Command Security Corp), Merger Agreement (Pacer International Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects respects, and in the case of Parent’s obligations under Section 5.16(b)(i), in all respects, all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Straight Path Communications Inc.), Merger Agreement (Straight Path Communications Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed and complied with, in all material respects respects, all covenants, agreements and obligations required to be performed or complied with by them it under this Agreement and the Letter Agreement between Parent and the Company, dated as of the date hereof, at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effecteffect as of the Closing Date.
Appears in 2 contracts
Sources: Acquisition Agreement (EverBank Financial Corp), Acquisition Agreement (EverBank Financial Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all any covenants or obligations required to be performed by them under this Agreement at or prior to the Closing DateDate in all material respects, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an the chief executive officer or chief financial officer of Parent and Merger Sub to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Hytek Microsystems Inc), Merger Agreement (QRS Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects and complied in all obligations material respects with all agreements and covenants required to be performed or complied with by them under this Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Cifc LLC), Merger Agreement (Artio Global Investors Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, Date and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent its Chief Executive Officer and its Chief Financial Officer to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Carreker Corp), Merger Agreement (Checkfree Corp \Ga\)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all the respective obligations required to be performed by them under this Agreement at or prior to the Closing DateAgreement, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Chaparral Steel CO), Merger Agreement (Gerdau Ameristeel Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed and complied with, in all material respects all respects, the obligations required to be performed and complied with by them it under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Worldpay, Inc.), Merger Agreement (Fidelity National Information Services, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all agreements and obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by an a senior executive officer of Parent each to such effectthe effect that the condition set forth in this Section 8.3(b) has been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Knape & Vogt Manufacturing Co), Merger Agreement (Register Com Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects with all obligations required to be performed or complied with by them under this Agreement at or prior to by the Closing Datetime of the Closing, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent thereof to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Neulion, Inc.), Merger Agreement (DreamWorks Animation SKG, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all covenants and obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer the Chief Executive Officer and the Chief Financial Officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Usa Interactive), Merger Agreement (Udate Com Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed and complied with, in all material respects all respects, the obligations required to be performed and complied with by them it under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate signed on behalf of Parent by an executive officer the Chief Executive Officer and the Chief Financial Officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Fiserv Inc), Merger Agreement (First Data Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects at or prior to the Closing Date all material obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an the chief executive officer and the chief financial officer of each of Parent and Merger Sub to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Ivax Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at on or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer or the chief financial officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Teradyne, Inc), Merger Agreement (Eagle Test Systems, Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Internet Brands, Inc.), Merger Agreement (Getty Images Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Trane Inc.), Merger Agreement (Ingersoll Rand Co LTD)
Performance of Obligations of Parent and Merger Sub. Each of --------------------------------------------------- Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive authorized officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Sterling Software Inc), Merger Agreement (Sterling Software Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer or the chief financial officer of Parent to such effect.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (DRS Technologies Inc), Merger Agreement (Engineered Support Systems Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed or complied in all material respects with all obligations required to be performed or complied with by them it under this Agreement at or prior to the Closing Date, First Merger Effective Time; and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an a duly authorized executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Apollo Residential Mortgage, Inc.), Merger Agreement (Apollo Commercial Real Estate Finance, Inc.)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all the agreements and obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by an a senior executive officer of Parent each to such effectthe effect that the condition set forth in this Section 8.3(b) has been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Merck & Co Inc), Merger Agreement (Sirna Therapeutics Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent by an a duly authorized executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Cuno Inc), Merger Agreement (3m Co)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and obligations required to be performed or complied with by them under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an a duly authorized executive officer of Parent and Merger Sub to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Yintech Investment Holdings LTD), Merger Agreement (eLong, Inc.)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects their respective obligations, and complied in all obligations material respects with the agreements and covenants, required to be performed performed, or complied with, by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Kirby Corp), Agreement and Plan of Merger (K-Sea Transportation Partners Lp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed performed, or complied with, in all material respects all agreements, obligations and covenants required to be performed or complied with by them each under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Penn Virginia Corp), Merger Agreement (Denbury Resources Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to before the Closing DateEffective Time, and the Company shall have received a certificate certificate, dated the Closing Date and signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer and Chief Financial Officer of Parent and Merger Sub, respectively, to such that effect.
Appears in 2 contracts
Sources: Merger Agreement (M&t Bank Corp), Merger Agreement (Partners Trust Financial Group Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of each of Parent and Merger Sub to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Equifax Inc), Merger Agreement (Talx Corp)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed or complied in all material respects all obligations with the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date, Effective Time; and the Company shall have received a certificate signed on behalf of Parent by an a duly authorized executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (TYCO INTERNATIONAL PLC), Merger Agreement (Johnson Controls Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Merger Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Cost Plus Inc/Ca/), Merger Agreement (Bed Bath & Beyond Inc)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed or complied in all material respects all obligations with its agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement at it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Parent by an authorized executive officer of Parent Parent, dated as of the Closing Date, to such the foregoing effect.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Infinity Property & Casualty Corp), Agreement and Plan of Merger (KEMPER Corp)
Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Grant Prideco Inc), Merger Agreement (National Oilwell Varco Inc)