Common use of Certificate of Good Standing Clause in Contracts

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Taleo Corp), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Reorganization (Advent Software Inc /De/)

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Certificate of Good Standing. Parent shall have received a long-form certificate of good standing for the Company from the Secretary of State of the State of Delaware which is Delaware, dated within two (2) Business Days a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 5 contracts

Samples: Agreement and Plan of Merger And (Network Appliance Inc), Agreement and Plan of Reorganization (Biomira Inc), Agreement and Plan of Reorganization (Oncothyreon Inc.)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Align Technology Inc), Agreement and Plan of Merger and Reorganization (Supergen Inc), Agreement and Plan of Merger (Foxhollow Technologies, Inc.)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing of the Company from the Secretary of State of the State of Delaware which is dated within two (2) Business Days a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 2 contracts

Samples: Purchase Agreement (Mistral Ventures Inc), Purchase Agreement (Trustcash Holdings, Inc.)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shanda Games LTD), Agreement and Plan of Merger (Spreadtrum Communications Inc)

Certificate of Good Standing. Parent The Company shall have received a long-form certificate of good standing for Parent from the Secretary of State of the State of Delaware which is Delaware, dated within two five (25) Business Days days prior to the Closing with respect to the CompanyDate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing standing, dated within three (3) Business Days prior to the Closing, with respect to the Company from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the CompanyDelaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KnowBe4, Inc.)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing for the Company from the Secretary of State of for the State of Delaware which is Delaware, dated within two (2) Business Days a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 1 contract

Samples: Stockholders Agreement (Genstar Therapeutics Corp)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing with respect to the Company, dated within three days prior to Closing, from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the CompanyDelaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Click Commerce Inc)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing with respect to the Company, dated within three (3) days prior to Closing, from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the CompanyDelaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Click Commerce Inc)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the CompanyCompany from the Secretary of State of the State of Delaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Altimmune, Inc.)

Certificate of Good Standing. Parent shall have received a long-long form certificate of good standing of the Company from the Secretary of State of the State of Delaware which is dated Delaware, certified within two five (25) Business Days prior to Closing with respect to of the CompanyClosing.

Appears in 1 contract

Samples: Operating Agreement (Global Partner Acquisition Corp.)

Certificate of Good Standing. Parent shall have received a ---------------------------- long-form certificate of good standing for the Company from the Secretary of State of the State of Delaware which is Delaware, dated within two (2) Business Days a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Autodesk Inc)

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Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company. Each Subsidiary shall have received and delivered to Parent a similar certification from the jurisdiction where it is incorporated or otherwise organized.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NMS Communications Corp)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing for the Company from the Secretary of State of the State of Delaware which is Delaware, dated within two (2) Business Days a reasonable period prior to Closing with respect to the CompanyClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Polycom Inc)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days a reasonable period prior to Closing with respect to each of the CompanyCompany and each of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Documentum Inc)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company. Parent shall have received a Certificate of Status of Foreign Corporation of the Company issued by the Secretary of State of the State of California dated within five (5) Business Days prior to the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aruba Networks, Inc.)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two five (25) Business Days prior to Closing Date with respect to the Company and certificates of foreign status from the States of California and New York, which is dated within five (5) Business Days prior to Closing with respect to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omniture, Inc.)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing with respect to the Seller, dated within three days prior to Closing, from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the CompanyDelaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Click Commerce Inc)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware and a Certificate of Foreign Qualification relating to the Company issued by the Secretary of the Commonwealth of Massachusetts, in each case which is dated within two three (23) Business Days days prior to Closing with respect to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

Certificate of Good Standing. Parent shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two three (23) Business Days prior to Closing with respect to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Salesforce Com Inc)

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