Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 20 contracts
Samples: Agreement and Plan of Merger (TDCX Inc.), Agreement and Plan of Merger (Genetron Holdings LTD), Agreement and Plan of Merger (O2micro International LTD)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Bojangles', Inc.), Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Ali YK Investment Holding LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(d).
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Chuanwei Zhang), Agreement and Plan of Merger (China Ming Yang Wind Power Group LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(e).
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Yao Jinbo), Agreement and Plan of Merger (58.com Inc.), Plan of Merger (Ctrip Investment Holding Ltd.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Kongzhong Corp), Agreement and Plan of Merger (Qunar Cayman Islands Ltd.), Plan of Merger (E-Commerce China Dangdang Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Sina Corp), Agreement and Plan of Merger (Kongzhong Corp), Agreement and Plan of Merger (Qunar Cayman Islands Ltd.)
Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Parent in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.2(a), 8.2(b) and Section 7.03(b8.2(c).
Appears in 8 contracts
Samples: Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.), Share Exchange Agreement (Planet Green Holdings Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a) and Section 7.03(b8.02(b).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Asv Holdings, Inc.), Agreement and Plan of Merger (Metaldyne Performance Group Inc.), Agreement and Plan of Merger (Sequoia Capital China I Lp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.), Agreement and Plan of Merger (Mecox Lane LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(c).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Navios Maritime Holdings Inc.), Agreement and Plan of Merger (SKY-MOBI LTD), Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the President or any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Everlast Worldwide Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an the President or any executive officer of Parentthe Company, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Everlast Worldwide Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the President or any Senior Vice President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger And (Chippac Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(d).
Appears in 5 contracts
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.), Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Senior Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 5 contracts
Samples: Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cepheid), Agreement and Plan of Merger (Wang Benson Haibing), Agreement and Plan of Merger (Taomee Holdings LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Axonics, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a) and Section 7.03(b6.3(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Employers Holdings, Inc.), Agreement and Plan of Merger (FMG Acquisition Corp), Agreement and Plan of Merger (FMG Acquisition Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bojangles', Inc.), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Wausau Paper Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(d).
Appears in 3 contracts
Samples: Agreement and Plan of Amalgamation, Agreement and Plan of Amalgamation (Global Sources LTD /Bermuda), Agreement and Plan of Merger (Synutra International, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Swank, Inc.), Agreement and Plan of Merger (Landrys Restaurants Inc), Agreement and Plan of Merger (Nuco2 Inc /Fl)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of that the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b)8.03(b) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Qualtrics International Inc.), Agreement and Plan of Merger (Aegion Corp), Agreement and Plan of Merger (Sonic Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Voting and Support Agreement (Nordson Corp), Agreement and Plan of Merger (Atrion Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (iKang Healthcare Group, Inc.), Agreement and Plan of Merger (Shanda Games LTD), Agreement and Plan of Merger (China Mobile Games & Entertainment Group LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.2(a), 6.2(b) and Section 7.03(b6.2(e).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.), Agreement and Plan of Merger (FMG Acquisition Corp), Agreement and Plan of Merger (FMG Acquisition Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Voting and Support Agreement (Nordson Corp), Agreement and Plan of Merger (Atrion Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axonics, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of that the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b)8.02(c) have been satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Qualtrics International Inc.), Agreement and Plan of Merger (Aegion Corp), Agreement and Plan of Merger (Sonic Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Navios Maritime Holdings Inc.), Agreement and Plan of Merger (Asv Holdings, Inc.), Agreement and Plan of Merger (Metaldyne Performance Group Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer authorized signatory of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan (International Steel Group Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nord Anglia Education, Inc.), Merger Agreement (Avolon Holdings LTD)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD), Agreement and Plan of Merger (Zenith National Insurance Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(b7.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a), (b) and Section 7.03(b(e).
Appears in 2 contracts
Samples: Registration Rights Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a7.3(a) and Section 7.03(b7.3(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Jinsheng), Agreement and Plan of Merger (Simcere Pharmaceutical Group)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and 7.02(a), Section 7.03(b7.02(b),and Section 7.02(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tang Liang), Agreement and Plan of Merger (Ossen Innovation Co. Ltd.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD), Agreement and Plan of Merger (Zenith National Insurance Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Care Property Investors Inc), Agreement and Plan of Merger (CNL Retirement Properties Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an a duly authorized executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(b7.2(b).
Appears in 2 contracts
Samples: Agreement of Merger and Reorganization (Steel Dynamics Inc), Agreement of Merger and Reorganization (Roanoke Electric Steel Corp)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive a director or officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ma Baoli), Agreement and Plan of Merger (BlueCity Holdings LTD)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verticalnet Inc), Agreement and Plan of Merger (E-Z-Em, Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the President or any Executive Vice President of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a), (b) and Section 7.03(b(e).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Agreement and Plan of Reorganization (FlatWorld Acquisition Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a), 7.02(b) and Section 7.03(b7.02(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying on behalf of the Company as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group LTD), Agreement and Plan of Merger (SeaBright Holdings, Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CNL Retirement Properties Inc), Agreement and Plan of Merger (Health Care Property Investors Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the chief executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Epocrates Inc), Agreement and Plan of Merger (Athenahealth Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer and Chief Financial Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 8.02(a) and Section 7.03(b8.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verticalnet Inc), Agreement and Plan of Merger (E-Z-Em, Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an the executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a), 7.03(b) and Section 7.03(b7.03(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan (International Steel Group Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a) and Section 7.03(b8.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Bunge LTD), Agreement and Plan of Merger And (Corn Products International Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parent, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.3(a), 6.3(b) and Section 7.03(b6.3(e).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.), Business Combination Agreement (57th Street General Acquisition Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a), 7.03(b) and Section 7.03(b7.03(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.02(a), Section 8.02(b) and Section 7.03(b8.02(c) and Section 8.02(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BlueCity Holdings LTD), Agreement and Plan of Merger (Ma Baoli)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.2(a), (b), (e) and Section 7.03(b(f).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Registration Rights Agreement (Camden Learning CORP)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(bthrough 7.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wang Benson Haibing), Agreement and Plan of Merger (Taomee Holdings LTD)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Bunge LTD), Agreement and Plan of Merger And (Corn Products International Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date as of the ClosingClosing Date, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(e) and Section 7.03(b7.02(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TDCX Inc.), Agreement and Plan of Merger (WuXi PharmaTech (Cayman) Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an the chief executive officer or chief financial officer of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(a) Sections 7.2(a), (b), and Section 7.03(b(e).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Agreement and Plan of Reorganization (FlatWorld Acquisition Corp.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(d).
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Administrative Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of that the conditions specified in Section 7.03(a) and Section 7.03(b)) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Executive Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an a duly authorized executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).
Appears in 2 contracts
Samples: Agreement of Merger and Reorganization (Roanoke Electric Steel Corp), Agreement of Merger and Reorganization (Steel Dynamics Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(d).
Appears in 2 contracts
Samples: Stockholders Agreement (Quantum Computing Inc.), Business Combination Agreement (New Beginnings Acquisition Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(a7.2(a) and through Section 7.03(b7.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Jinsheng), Agreement and Plan of Merger (Simcere Pharmaceutical Group)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive a duly authorized officer of Parent, certifying on behalf of Parent as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SeaBright Holdings, Inc.), Agreement and Plan of Merger (Enstar Group LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of that the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b)7.02(c) have been satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abaxis Inc), Agreement and Plan of Merger (Zoetis Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President or any Vice President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 9.03(a) and Section 7.03(b9.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trizec Properties Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the President of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a9.3(a), Section 9.3(b) and Section 7.03(b9.3(d).
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Mana Capital Acquisition Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(bthrough 7.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mindray Medical International LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date as of the Closing, signed by an the chief executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b7.02(b).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.03(a) and Section 7.03(b7.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tarena International, Inc.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the President or Chairman of Parentthe Board the Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 9.02(a) and Section 7.03(b9.02(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSection 7.02(a), Section 7.02(b) and Section 7.03(bSection 7.02(c).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an a director or senior executive officer of Parent, certifying as to the satisfaction fulfilment of the conditions specified in Section 7.03(a8.3(a) and Section 7.03(b8.3(b).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingEffective Time, signed by an executive authorized officer of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b(b).
Appears in 1 contract
Samples: Stockholders Agreement (Zonagen Inc)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer a designated director of Parent, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(aSections 7.3(a) and Section 7.03(b7.3(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trunkbow International Holdings LTD)
Officer Certificate. Parent shall must have delivered to the Company a certificate, dated the date of the Closing, signed by an any executive officer of Parent, certifying in such capacity but not as an individual as to the satisfaction of the conditions specified in Section 7.03(aSections 8.03(a) and Section 7.03(b8.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landrys Restaurants Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a) and Section 7.03(b7.02(b).
Appears in 1 contract
Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive any director or officer of Parentthe Parent in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b) and Section 7.03(b7.02(c).
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Officer Certificate. The Parent shall have delivered to received a certificate from the Company a certificateCompany, dated as the date of the ClosingClosing Date, signed by an executive officer of Parentthe Company in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(a), Section 7.03(b) and Section 7.03(b7.03(c).
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) 7.03 and Section 7.03(b7.02(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Supernova Investment Inc.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer a director of Parent, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 1 contract
Officer Certificate. The Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of the Parent, certifying dated as to the satisfaction of the conditions specified Closing Date, certifying the matters set forth in Section 7.03(a) Sections 8.1 and Section 7.03(b)Sections 8.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterprise Acquisition Corp.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer or the Chief Finance Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section Sections 7.03(a) and Section 7.03(b).
Appears in 1 contract
Samples: Business Combination Agreement (Cambridge Capital Acquisition Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying dated as to the satisfaction of the conditions specified Closing Date, certifying the matters set forth in Section 7.03(a) Sections 8.1 and Section 7.03(b8.2 (the “Parent Officer’s Certificate’”).
Appears in 1 contract
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a9.2(a), Section 9.2(b) and Section 7.03(b9.2(d).
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Mana Capital Acquisition Corp.)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.03(b7.02(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (O2micro International LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.03(bSection 7.02(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genetron Holdings LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive authorized officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.02(a) and Section 7.03(b(b).
Appears in 1 contract
Samples: Stockholders Agreement (Zonagen Inc)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an a senior executive officer of Parentthe Company, certifying as to the satisfaction fulfillment of the conditions specified in Section 7.03(aSections 7.2(a) and Section 7.03(bthrough 7.2(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trunkbow International Holdings LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the Closing, signed by an executive officer the Chief Executive Officer of Parentthe Company, certifying as to the satisfaction of the conditions specified in Section 7.03(a9.02(a)(i) and Section 7.03(b9.02(b)(i).
Appears in 1 contract
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a) and Section 7.03(b8.03(b).
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an a director or executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(aSections 7.03(a) and Section 7.03(b7.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (iClick Interactive Asia Group LTD)
Officer Certificate. Parent The Company shall have delivered to the Company Parent a certificate, dated the date of the ClosingClosing Date, signed by an executive officer manager of Parentthe Company, certifying in such capacity as to the satisfaction of the conditions specified in Section 7.03(aSections 6.2(a), 6.2(b) and Section 7.03(b6.2(e).
Appears in 1 contract
Samples: Business Combination Agreement (57th Street General Acquisition Corp)
Officer Certificate. Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a8.03(a), Section 8.03(b) and Section 7.03(b8.03(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (World Heart Corp)
