Performance of Obligations of Parent and Sub. Parent and 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
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Closure Medical Corp), Agreement and Plan of Merger (Speedway Motorsports Inc)
Performance of Obligations of Parent and Sub. Parent and 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 authorized signatory of Parent to such effect.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Jagged Peak, Inc.), Agreement and Plan of Merger (Netezza Corp), Agreement and Plan of Merger (Rational Software Corp)
Performance of Obligations of Parent and Sub. Parent and 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 and the chief financial officer of Parent to such effect.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed have, in all material respects respects, performed or complied with all obligations required to be performed or complied with by them it 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 7 contracts
Samples: Agreement and Plan of Merger (Laboratory Corp of America Holdings), Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Covance Inc)
Performance of Obligations of Parent and Sub. Parent and 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 7 contracts
Samples: Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed or complied in all material respects all with its obligations required to be performed or complied with by them it under this Agreement at or prior to the Closing DateMerger 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 6 contracts
Samples: Agreement and Plan of Merger (Burger King Holdings Inc), Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (California Pizza Kitchen, Inc.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations (provided, however, that Parent and Sub shall have performed in all respects the obligations in Section 6.11) 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 and the chief financial officer of Parent to such effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Millstream Acquisition Corp), Agreement and Plan of Merger (GRH Holdings, L.L.C.), Agreement and Plan of Merger (Millstream Acquisition Corp)
Performance of Obligations of Parent and Sub. Parent and 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 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Collateral Therapeutics Inc), Agreement and Plan of Merger (Netratings Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall will have performed in all material respects all obligations agreements and covenants required to be performed by them under this Agreement at or prior to before the Closing Date, and the Company shall will have received a certificate signed on behalf of Parent and Sub by an executive authorized officer of Parent and Sub to such effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Flow International Corp), Agreement and Plan of Merger (Flow International Corp), Agreement and Plan of Merger (Flow International Corp)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all agreements, covenants and 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 3 contracts
Samples: Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Performance of Obligations of Parent and Sub. Parent and 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 the Parent Certifying Officers to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed in all material respects all of their respective obligations and covenants, taken as a whole, required to be performed by them such party under this Agreement at or prior to or as of the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a senior executive officer of Parent to such effectParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usa Interactive), Employment Agreement (Collegiate Pacific Inc)
Performance of Obligations of Parent and Sub. Parent and 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 Sub by an executive officer of each of Parent and Sub to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cruzan International, Inc.), Agreement and Plan of Merger (Absolut Spirits CO INC)
Performance of Obligations of Parent and Sub. Parent and 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 and chief financial officer of Parent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Companies Inc), Agreement and Plan of Merger (Olin Corp)
Performance of Obligations of Parent and Sub. Parent and 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 Sub by an executive officer of Parent and Sub to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all its 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 authorized signatory of Parent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ascential Software Corp), Agreement and Plan of Merger (Micromuse Inc)
Performance of Obligations of Parent and Sub. Parent and 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, Date and the Company shall have received a certificate signed on behalf of Parent by an executive officer authorized signatory of Parent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bucyrus International Inc), Agreement and Plan of Merger (Caterpillar Inc)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed in all material respects all each of their respective obligations and covenants required to be performed by them such party under this Agreement at or prior to or as of the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an a senior executive officer of Parent to such effectParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Information Solutions Inc), Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Performance of Obligations of Parent and Sub. Parent and 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 Effective Date, and the Company shall have received a certificate signed on behalf of Parent by an executive officer authorized signatory of Parent to such effect.
Appears in 2 contracts
Samples: Arrangement Agreement (Cognos Inc), Arrangement Agreement (Nuance Communications, Inc.)
Performance of Obligations of Parent and Sub. Parent and 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 Sub by an executive authorized officer of Parent and Sub to such effectthe effect set forth in this paragraph.
Appears in 2 contracts
Samples: Merger Agreement (Amber Road, Inc.), Agreement and Plan of Merger (Genrad Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at that are required to be performed 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 finance director of Parent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reynolds American Inc), Agreement and Plan of Merger (British American Tobacco p.l.c.)
Performance of Obligations of Parent and Sub. Parent and 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 Date, Date in all material respects and the Company shall have received a certificate signed on behalf of Parent and Sub by an the chief executive officer or chief financial officer of Parent and Sub to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Internet Commerce Corp), Agreement and Plan of Merger (Easylink Services Corp)
Performance of Obligations of Parent and Sub. Parent and 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 2 contracts
Samples: Agreement and Plan of Merger (Orbital Atk, Inc.), Agreement and Plan of Merger (Northrop Grumman Corp /De/)
Performance of Obligations of Parent and Sub. Each of Parent and 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 Sub by an executive officer of Parent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (Tempur Pedic International Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed have, in all material respects respects, performed or complied with all material obligations required to be performed or complied with by them it 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
Samples: Agreement and Plan of Share (Millipore Corp /Ma), Agreement and Plan of Share (Millipore Corp /Ma)
Performance of Obligations of Parent and Sub. Parent and 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 Sub by an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to such effecteffect dated as of the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advo Inc), Agreement and Plan of Merger (Valassis Communications Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have each 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 DateClosing, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer of Parent or chief financial officer thereof to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International Corp.)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by each of them under this Merger Agreement at or prior to the Closing Date, and the . The Company shall have received a certificate signed on behalf of Parent and Sub by an executive authorized officer of Parent and Sub to such effectthe effect set forth in this paragraph.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Online Resources Corp)
Performance of Obligations of Parent and Sub. Parent and 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 the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warnaco Group Inc /De/)
Performance of Obligations of Parent and Sub. Parent and 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 a certificate signed on behalf of Parent and Sub by an executive authorized officer of Parent each company to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to 50 the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by an the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synaptic Pharmaceutical Corp)
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed have, in all material respects respects, performed or complied with all obligations required to be performed or complied with by them it 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 the chief financial officer or the chief executive officer of Parent thereof to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and 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 1 contract
Samples: Agreement and Plan of Merger (Morton Industrial Group Inc)
Performance of Obligations of Parent and Sub. Parent and 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 Company shall have received a certificate signed on behalf of Parent and Sub by an the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Each of Parent and Sub shall have performed have, in all material respects respects, performed or complied with all obligations required to be performed or complied with by them it 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 the chief executive officer and chief financial officer of Parent to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed performed, or complied with, in all material respects all obligations required to be performed by or complied with by them under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate certificates signed on behalf of Parent and Sub by an executive officer of each of Parent and Sub to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HUGHES Telematics, Inc.)
Performance of Obligations of Parent and Sub. Each of the Parent and Sub shall have performed in all material respects all obligations agreements and covenants 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 certificates signed on behalf of Parent and Sub by an executive officer of Parent and Sub to such effecteffect on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Primus Knowledge Solutions Inc)
Performance of Obligations of Parent and Sub. Parent and 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 1 contract
Samples: Merger Agreement (Centocor Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall will have performed in all material respects all obligations agreements and covenants required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall will have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Domain)
Performance of Obligations of Parent and 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 1 contract
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc)
Performance of Obligations of Parent and Sub. Parent and 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 General Partner of Parent to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell Leisure Inc)
Performance of Obligations of Parent and Sub. Each of the -------------------------------------------- Parent and Sub shall have performed in all material respects all obligations agreements and covenants 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 certificates signed on behalf of Parent and Sub by an executive officer of Parent and Sub to such effecteffect on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Primus Knowledge Solutions Inc)
Performance of Obligations of Parent and Sub. Parent and 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 Date other than those obligations for which the Company has provided a written waiver thereof. The Company shall have received a certificate signed on behalf of Parent and Sub by an executive officer the Chief Executive Officer and Chief Financial Officer of Parent to such effecteffect dated as of the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenfield Online Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations agreements and covenants required to be performed by them under this Agreement at or prior to the Closing DateDate except for breaches that do not have a Parent Material Adverse Effect, 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 1 contract
Performance of Obligations of Parent and Sub. Parent and 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 Company shall have received a certificate signed on behalf of Parent and Sub by an executive officer of Parent authorized person to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ikon Office Solutions Inc)
Performance of Obligations of Parent and Sub. Parent and 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 chief financial officer of Parent to such effect.
Appears in 1 contract
Samples: Acquisition Agreement (Alloy Inc)
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed or complied in all material respects all with the obligations required by this Agreement to be performed or complied with 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 1 contract
Performance of Obligations of Parent and Sub. Parent and 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 Sub by an the chief executive officer and the chief financial officer of Parent and Sub, respectively, to such effect.
Appears in 1 contract
Performance of Obligations of Parent and Sub. Parent and Sub shall have performed or complied with in all material respects all obligations required by this Agreement to be performed or complied with 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 1 contract
Performance of Obligations of Parent and Sub. Parent and 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 Sub by an executive authorized officer of Parent each company to such effect.
Appears in 1 contract
