Closing Merger Expense Certificate definition

Closing Merger Expense Certificate means a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying the amount of unpaid Merger Expenses (including an itemized list of each Merger Expense and the Person to whom such expense was or is owed).

Closing Merger Expense Certificate means a certificate executed by the President or Chief Executive Officer of the Company, dated as of the Closing Date, certifying the amount of Merger Expenses (including an itemized list of each Merger Expense with a general description of the nature of such expense and the Person to whom such expense was or is owed). The Closing Merger Expense Certificate shall include a Table of Contents CONFIDENTIAL representation of the Company, certified by the President or Chief Executive Officer of the Company, that such certificate includes all of the Merger Expenses paid or payable at any time prior to, at or following the Closing Date, it being the expressed intent of the Company and Magma that to the maximum extent possible all the Excess Merger Expenses be deducted in the calculation of the Initial Stock Consideration.

Closing Merger Expense Certificate means a certificate executed by the President or Chief Executive Officer of the Company, dated as of the Closing Date, certifying the amount of unpaid Merger Expenses (including an itemized list of each Merger Expense and the Person to whom such expense was or is owed). The Closing Merger Expense Certificate shall include a representation of the Company, certified by the President or Chief Executive Officer of the Company, that such certificate includes all of the unpaid Merger Expenses payable at or following the Closing Date, it being the expressed intent of the Company and Acquiror that there be no Indemnifiable Merger Expenses.

Examples of Closing Merger Expense Certificate in a sentence

• The Company shall deliver to Parent the Closing Merger Expense Certificate prior to the Closing.

• Parent shall have received the Closing Merger Expense Certificate from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Parent that the Closing Merger Expense Certificate is accurate.

• At Closing, Parent shall pay, by wire transfer to the accounts specified in the invoices from the Company’s legal counsel and financial advisors, all of the Merger Expenses set forth on the Closing Merger Expense Certificate (up to an aggregate of $1,500,000) and for the avoidance of doubt, such Parent Paid Merger Expenses shall not be deducted from the Merger Consideration.

• The Fire Prevention Bureau works closely with Planning and Development (Building Department) to enact and enforce building and fire codes, issue permits, provide inspections and plan review.

• Such forward-looking information and statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Organto as of the date of such information and statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

• The Company shall deliver to Parent the Closing Merger Expense Certificate three (3) business days prior to the Closing Date.

• Parent shall have received the Closing Merger Expense Certificate from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Parent that the Closing Merger Expense Certificate is accurate and shall not diminish Parent’s remedies with respect thereto pursuant to Article X hereof.

• At least three (3) days prior to the Closing Date, the Company shall deliver a draft of the Closing Merger Expense Certificate to PAR3.

• Magma shall have received the Closing Merger Expense Certificate from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Magma that the Closing Merger Expense Certificate is accurate and shall not diminish Magma’s remedies hereunder if the Closing Merger Expense Certificate is not accurate.

• Acquiror shall have received the Closing Merger Expense Certificate from the Company, provided, however, that such receipt shall not be deemed to be an agreement by Acquiror that the Closing Merger Expense Certificate is accurate and shall not diminish Acquiror's remedies hereunder to be indemnified for Indemnifiable Merger Expenses.