Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 and Section 7.2 have been satisfied.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (First Mid Bancshares, Inc.), Agreement and Plan of Merger (First Mid Bancshares, Inc.), Agreement and Plan of Merger (First Mid Bancshares, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed by an authorized executive officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.3(a) and Section 7.2 7.3(b) have been satisfied.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (BioNTech SE), Agreement and Plan of Merger (Neon Therapeutics, Inc.), Agreement and Plan of Merger (RR Donnelley & Sons Co)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent the Company by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 6.1 and Section 7.2 6.2 have been satisfied.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (First Mid Bancshares, Inc.), Agreement and Plan of Merger (First Mid Bancshares, Inc.), Agreement and Plan of Merger (First Mid Bancshares, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), (b) and Section 7.2 (c) have been satisfied.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC), Agreement and Plan of Merger
Closing Certificate. Parent shall have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.3(a), (b) and Section 7.2 (c) have been satisfied.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Akari Therapeutics PLC), Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Closing Certificate. Parent shall have delivered to received a certificate signed by an authorized executive officer of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Consolidated Graphics Inc /Tx/), Agreement and Plan of Merger (North Pittsburgh Systems Inc)
Closing Certificate. Parent The Company shall have delivered to received a certificate signed by the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying of Parent, dated the Closing Date, to the effect that the conditions set forth in Section 7.1 7.3(a), Section 7.3(b) and Section 7.2 7.3(c) have been satisfied.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (COURIER Corp)
Closing Certificate. Parent The Company shall have delivered to received a certificate signed on behalf of Parent by the Company a certificateChief Executive Officer or the Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (Weingarten Realty Investors /Tx/), Agreement and Plan of Merger (Cousins Properties Inc)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a), Section 6.3(b) and Section 7.2 6.3(c) have been satisfied.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Closing Certificate. Parent shall will have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf by a duly appointed officer of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 Sections 7.3(a) and Section 7.2 (b) have been satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Research Ltd.)
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Closing Certificate. The Company will have furnished Parent shall have delivered to the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(b), (c) and Section 7.2 (d) have been satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Pharmaceutical Holding Co Ltd.)
Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying of the Company, dated the Closing Date, to the effect that the conditions set forth in Section 7.1 7.2(a), Section 7.2(b) and Section 7.2 7.2(c) have been satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (COURIER Corp), Agreement and Plan of Merger (Quad/Graphics, Inc.)
Closing Certificate. Parent shall have delivered to received a certificate signed by an authorized executive officer of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.2(a), Section 7.2(b) and Section 7.2 7.2(d) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BioNTech SE), Agreement and Plan of Merger (Neon Therapeutics, Inc.), Agreement and Plan of Merger (Dimension Therapeutics, Inc.)
Closing Certificate. The Parent Corporation shall have delivered received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to the Company a certificateeffect that, dated to the knowledge of such officers after due inquiry, as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, the conditions applicable to the effect that the conditions Company set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (CFM Technologies Inc)
Closing Certificate. Parent shall have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf by a duly appointed officer of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 Sections 7.3(a) and Section 7.2 (b) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Seagen Inc.), Agreement and Plan of Merger (Pfizer Inc)
Closing Certificate. Parent The Company shall have delivered to received a certificate signed on behalf of Parent by the Company a certificateChief Executive Officer and Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (Spirit Realty Capital, Inc.), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)
Closing Certificate. Parent The Company shall have delivered received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Parent Corporation, dated the Closing Date, to the Company a certificateeffect that, dated to the knowledge of such officer after due inquiry, as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, the conditions applicable to the effect that the conditions Parent Corporation set forth in Section 7.1 7.3(a) and Section 7.2 7.3(b) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (CFM Technologies Inc)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed by an executive officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.3(a) and Section 7.2 7.3(b) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Benihana Inc)
Closing Certificate. Parent (i) The Company shall have delivered to the Company received a certificate, dated as of the Closing Date and Date, signed on behalf by a Responsible Officer of the Parent by its chief executive officer or chief financial officer certifying that, to the effect that best of such Responsible Officer’s knowledge, the conditions set forth in Section 7.1 Sections 9.3(a) and Section 7.2 9.3(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (C&J Energy Services, Inc.)
Closing Certificate. Parent shall have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and date of determination signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.3(a) and Section 7.2 7.3(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)
Closing Certificate. Parent The Company shall have delivered to the Company furnished Parent with a certificate, certificate dated as of the Closing Date and date of determination signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), 7.2(b), and Section 7.2 7.2(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)
Closing Certificate. Parent and the Company shall have delivered to certificates of authorized officers of Parent and the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth specified in Section 7.1 7.03(a), (b) and Section 7.2 (e) have been satisfiedsatisfied and certifying that board approval of both Parent and Company has been properly obtained and the transaction has been properly authorized.
Appears in 2 contracts
Samples: Asset Purchase Agreement (TTEC Holdings, Inc.), Asset Purchase Agreement (Alj Regional Holdings Inc)
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Eldorado Resorts, Inc.)
Closing Certificate. Parent The Company shall have delivered to Parent a certificate executed by an authorized officer of the Company a certificate, dated as of the Closing Date and signed certifying on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect Company that each of the conditions set forth specified in Sections 6.2(a), Section 7.1 6.2(b) and Section 7.2 6.2(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Relay Therapeutics, Inc.), Agreement and Plan of Merger (Exact Sciences Corp)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KMG Chemicals Inc), Agreement and Plan of Merger (Analog Devices Inc)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer the Company’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Eldorado Resorts, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Chief Executive Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 6.2(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 7.2(a), (b) and Section 7.2 (c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WHITEWAVE FOODS Co)
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 7.3(a) and Section 7.2 (b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WHITEWAVE FOODS Co)
Closing Certificate. Parent shall will have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf by an executive officer of Parent, certifying in his or her capacity as an executive officer of Parent by its chief executive officer and not in his or chief financial officer certifying to her capacity as an individual the effect that satisfaction of the conditions set forth in Section 7.1 Sections 6.02(a) and Section 7.2 have been satisfied6.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Axsys Technologies Inc), Agreement and Plan of Merger (Otix Global, Inc.)
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief an executive officer or chief financial officer officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)
Closing Certificate. Parent shall have delivered to received a certificate signed by an executive officer of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Chindex International Inc)
Closing Certificate. Parent shall The Company will have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief an executive officer of the Company, certifying in his or chief financial her capacity as an executive officer certifying to and not in his or her individual capacity the effect that satisfaction of the conditions set forth in Section 7.1 Sections 6.03(a) and Section 7.2 have been satisfied6.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Axsys Technologies Inc), Agreement and Plan of Merger (Otix Global, Inc.)
Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificateChief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 8.02(a), Section 8.02(b), Section 8.02(c), Section 8.02(d) and Section 7.2 8.02(e) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Closing Certificate. Parent The Company shall have delivered to received a certificate signed on behalf of Parent by the Company a certificateChief Executive Officer or the Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 6.3(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Senior Investment Group Inc.), Agreement and Plan of Merger (Ventas, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificate, certificate dated as of the Closing Date and signed on behalf by an authorized officer of Parent by its chief executive officer or chief financial officer Parent, certifying to the effect that the conditions set forth specified in Section 7.1 Sections 6.3(a) and Section 7.2 6.3(b) have been satisfied.
Appears in 2 contracts
Samples: Execution Version Agreement and Plan of Merger, Agreement and Plan of Merger (Eschelon Telecom Inc)
Closing Certificate. Parent The Company shall have delivered to Parent a certificate of the Company, executed by the Chief Executive Officer of the Company a certificate, and dated as of the Closing Date and signed on behalf Date, that each of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 Sections 6.2(a)-(c), (q) and Section 7.2 have (s)-(w) has been satisfiedsatisfied in all respects (provided that, with respect to clause (u), such condition is met as to regulatory approvals for which the Company is responsible).
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Ixys Corp /De/)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed by a duly authorized officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 8.03(a) and Section 7.2 8.03(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent, dated as of the Closing Date and signed on behalf of Parent Date, by its the chief executive officer or chief financial officer certifying to of the effect Parent that the conditions set forth in Section 7.1 8.3(a) and Section 7.2 8.3(b) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Kindred Biosciences, Inc.)
Closing Certificate. Parent The Company shall have delivered to received a certificate signed on behalf of the Company a certificateChief Executive Officer or Chief Financial Officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that each of the conditions set forth in Section 7.1 8.3(a), Section 8.3(b) and Section 7.2 8.3(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physicians Realty Trust), Agreement and Plan of Merger (Healthpeak Properties, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed by a duly authorized officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 9.03(a) and Section 7.2 9.03(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ra Pharmaceuticals, Inc.)
Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificateChief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 9.02(a), Section 9.02(b) and Section 7.2 9.02(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ra Pharmaceuticals, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, signed by an executive officer of the Company and dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 7.1 8.01(a), Section 8.01(c) and Section 7.2 have been satisfied8.01(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vesper Healthcare Acquisition Corp.)
Closing Certificate. Parent shall have delivered to received a certificate of the Company a certificateCompany, executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 5.1(a), Section 5.2(a), Section 5.2(b) and Section 7.2 5.2(c) have been satisfiedsatisfied in accordance with the terms thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)
Closing Certificate. Parent The Company shall have delivered to the Company furnished Parent with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), (b), (c) and Section 7.2 (d) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Closing Certificate. Parent shall Company will have delivered to the Company received a certificate, dated as of the Closing Date and certificate signed on behalf of Parent by its chief executive officer President or chief financial officer certifying to Chief Financial Officer, dated as of the effect Closing Date, that the conditions set forth in Section 7.1 Sections 6.2(a) and Section 7.2 have been satisfied(b) are satisfied as of the Closing Date.
Appears in 1 contract
Closing Certificate. Parent Prior to or at the Closing, the Company shall have delivered in form and substance reasonably acceptable to Parent a certificate of the Company a certificateChief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth specified in Section 7.1 Sections 7.3(a), (b), (f), (i) and Section 7.2 have been (j) are satisfied.
Appears in 1 contract
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent by an executive officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 6.3(a) and Section 7.2 have been 6.3(b) are satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GPT Operating Partnership LP)
Closing Certificate. Parent The Company shall have delivered to received a certificate signed by the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying of Parent, dated the Closing Date, to the effect that the conditions set forth in Section 7.1 7.3(a) and Section 7.2 7.3(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (LSC Communications, Inc.)
Closing Certificate. Parent The Corporation shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed Effective Date, executed by a senior officer of the Corporation (on behalf of Parent by its chief executive officer or chief financial officer the Corporation without personal liability), certifying to the effect that satisfaction of the conditions set forth in Section 7.1 6.2(1), Section 6.2(2), and Section 7.2 have been satisfied6.2(3).
Appears in 1 contract
Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)
Closing Certificate. Parent shall have delivered to received a certificate signed by an executive officer of the Company a certificateCompany, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.. Back
Appears in 1 contract
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent by an executive officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 7.3(a), Section 7.3(b) and Section 7.2 have been 7.3(c) are satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jernigan Capital, Inc.)
Closing Certificate. Parent The Company shall have delivered furnished to Parent a certificate executed by an officer of the Company a certificateon behalf of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth specified in Section 7.1 Sections 6.1, 6.2 and Section 7.2 6.3 have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed by an authorized executive officer of Parent, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 7.3(a), Section 7.3(b) and Section 7.2 7.3(d) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dimension Therapeutics, Inc.)
Closing Certificate. Parent The Company shall have delivered to received a certificate of Parent, executed by the Company a certificate, Chief Executive Officer or the Chief Financial Officer of Parent dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth in Section 7.1 5.1(b), Section 5.3(a), Section 5.3(b) and Section 7.2 5.3(c) have been satisfiedsatisfied in accordance with the terms thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth in Section 7.1 and 8.1and Section 7.2 8.2 have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Mid Bancshares, Inc.)
Closing Certificate. Parent shall have delivered to received a certificate signed by the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying of the Company, dated the Closing Date, to the effect that the conditions set forth in Section 7.1 7.2(a) and Section 7.2 7.2(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (LSC Communications, Inc.)
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.3(a), Section 6.3(b) and Section 7.2 6.3(c) have been satisfied.
Appears in 1 contract
Closing Certificate. The Company will have furnished Parent shall have delivered to the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 6.02(a), Section 6.02(b) and Section 7.2 6.02(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)
Closing Certificate. On the Closing Date, the Company should have received certificates of a duly authorized officer of Parent shall have delivered certifying as to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions matters set forth in Section 7.1 and Section 7.2 have been satisfied.8.01(a) on such date; and
Appears in 1 contract
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, certificate dated as of the Closing Date and signed on behalf by an officer of Parent by its chief executive officer or chief financial officer certifying to the effect that Company confirming the conditions set forth matters in Section 7.1 5.2(a), Section 5.2(b) and Section 7.2 have been satisfied5.2(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Echo Global Logistics, Inc.)
Closing Certificate. Parent shall have delivered to furnished the Company with a certificate, certificate dated as of the Closing Date and signed on behalf of it by the President of Parent by its chief executive officer or chief financial officer certifying to the effect that that, to the actual knowledge of the President, the conditions set forth in Section 7.1 Sections 7.02(a) and Section 7.2 7.02(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proxymed Inc /Ft Lauderdale/)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, certificate to such effect dated as of the Closing Date and signed on behalf executed by a duly authorized officer of Parent by its chief executive officer or chief financial officer the Company, certifying to the effect that satisfaction of the conditions set forth in Section 7.1 7.02(a) and Section 7.2 have been satisfied.7.02(b); and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage Insurance Holdings, Inc.)
Closing Certificate. Prior to or at the Closing, Parent shall have delivered in form and substance reasonably acceptable to the Company a certificatecertificate of an executive officer of each of Parent and Merger Sub, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying Date, to the effect that the conditions set forth specified in Section 7.1 Sections 7.2(a) and Section 7.2 have been (b) are satisfied.
Appears in 1 contract
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer another senior officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a),Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/)
Closing Certificate. The Company will have furnished Parent shall have delivered to the Company with a certificate, certificate dated as of the Closing Date and signed on its behalf of Parent by its chief executive officer Chief Executive Officer or chief financial officer certifying Chief Financial Officer to the effect that the conditions set forth in Section 7.1 Sections 7.2(a), (b) and Section 7.2 (c) have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer Parent’s Chief Executive Officer or chief financial officer Chief Financial Officer, certifying to the effect that the conditions set forth in Section 7.1 6.2(a), Section 6.2(b) and Section 7.2 6.2(c) have been satisfied.; and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)
Closing Certificate. The Parent Entities shall have delivered to the Company received a certificate, substantially in the form attached as Exhibit A-1, signed on behalf of the Company, by an executive officer of the Company, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying to the effect that the conditions set forth in Section 7.1 6.2(a) and Section 7.2 have been 6.2(b) are satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Watermark Lodging Trust, Inc.)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, certificate dated as of the Closing Date and Date, signed on behalf by a duly authorized officer of Parent by its chief executive officer or chief financial officer the Company, certifying to the effect that the conditions set forth in Section 7.1 6.02(a) and Section 7.2 6.02(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Assured Guaranty LTD)
Closing Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated as the date of the Closing Date and Closing, signed on behalf of Parent by its the chief executive officer or chief financial officer of the Company (but without personal liability thereto), certifying as to the effect that fulfillment of the conditions set forth specified in Section 7.1 Sections 7.1(a), 7.2(a) and Section 7.2 have been satisfied7.2(b) (except to the extent related to Parent’s compliance with applicable federal and state securities laws, as to which such officer makes no certification).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Viisage Technology Inc)
Closing Certificate. Parent The Company shall have delivered to the Company furnished Parent with a certificate, certificate dated as of the Closing Date and signed on behalf of Parent it by its chief executive officer or chief financial officer certifying the Chief Executive Officer of the Company to the effect that that, to the actual knowledge of the Chief Executive Officer, the conditions set forth in Section 7.1 Sections 7.03(a), (b), (c), and Section 7.2 (e) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proxymed Inc /Ft Lauderdale/)
Closing Certificate. Parent The Company shall have executed and delivered to Parent a certificate dated the Company a certificateClosing Date, dated as signed by the Chief Executive Officer and Chief Financial Officer of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Company, certifying to the effect that satisfaction of the conditions set forth in Section 7.1 6.3(a), Section 6.3(b), Section 6.3(c) and Section 7.2 have been satisfied6.3(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Systems Inc)
Closing Certificate. Parent shall will have delivered to the received a certificate signed on behalf of Company a certificateby its Chief Executive Officer and Chief Financial Officer, dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect Date, that the conditions set forth in Section 7.1 Sections 6.3(a) and Section 7.2 have been satisfied(b) are satisfied as of the Closing Date.
Appears in 1 contract
Closing Certificate. Parent The Company shall have delivered to the Company received a certificate, dated as of the Closing Date and Date, in substantially the form attached as Exhibit C hereto, signed by an executive officer of Parent, certifying on behalf of Parent by its chief executive officer or chief financial officer certifying to the effect that the conditions set forth specified in Section 7.1 the foregoing Sections 11.1 and Section 7.2 11.2 have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Patent Development Corp)
Closing Certificate. Parent The Company shall have delivered to the Company received a certificatecertificate signed on behalf of Parent, dated as of the Closing Date and signed on behalf Date, by an authorized representative of Parent by its chief executive officer or chief financial officer certifying to the effect that each of the conditions set forth in Section 7.1 7.3(a) and Section 7.2 7.3(b) have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harpoon Therapeutics, Inc.)
Closing Certificate. Parent Each of the Companies shall have delivered to the Company Parent a certificate, signed by an executive officer of such Company and dated as of the Closing Date and signed on behalf of Parent by its chief executive officer or chief financial officer Date, certifying as to the effect that the conditions matters set forth in Section 7.1 8.3(a) and Section 7.2 have been satisfied8.3(b) with respect to such Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Value Acquisition Corp.)
