Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Company Merger Effective Time; and Parent shall have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northstar Realty Finance Corp.), Agreement and Plan of Merger (Griffin-American Healthcare REIT II, Inc.)
Performance of Obligations of the Company. The Company shall have performed or in all material respects any obligations and complied in all material respects with all obligations required any covenants or other agreements of the Company to be performed or complied with by it under this Agreement at or prior to the Company Merger Effective Time; and Parent shall have received a certificate signed on behalf of the Company by a duly an authorized executive officer of the Company to such the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirenza Microdevices Inc), Agreement and Plan of Merger (Micro Linear Corp /Ca/)
Performance of Obligations of the Company. The Company shall have performed or in all material respects all obligations, and complied in all material respects with all obligations the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Company hereunder. Parent and Merger Effective Time; and Parent Sub shall have received a certificate signed on behalf of the Company by a duly authorized executive senior officer of the Company attesting to such effectthe foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerzner International LTD), Agreement and Plan of Merger (Kerzner International LTD)
Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Company Merger Effective Time; Closing Date, and Parent and Merger Sub shall have received a certificate signed on behalf of the Company by a duly authorized an executive officer of the Company to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eppendorf INC), Agreement and Plan of Merger (New Brunswick Scientific Co Inc)
Performance of Obligations of the Company. The Company shall have performed or in all material respects all obligations, and complied in all material respects with all obligations the agreements and covenants, required to be performed by or complied with by it under this Agreement hereunder at or prior to the Company Merger Effective Time; . Parent and Parent Merger Sub shall have received a certificate signed on behalf of the Company by a duly authorized executive senior officer of the Company attesting to such effectthe foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Coal Corp), Agreement and Plan of Merger (Penn National Gaming Inc)
Performance of Obligations of the Company. (i) The Company shall have performed or in all material respects all obligations, and complied in all material respects with all obligations the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to hereunder, and satisfied in all material respects the Company condition set forth in Section 8.2(b)(ii) below. Parent and Merger Effective Time; and Parent Sub shall have received a certificate signed on behalf of the Company by a duly authorized executive senior officer of the Company attesting to such effectthe foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Company Merger Effective Time; and Parent shall have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to such effect; provided that Parent and Merger Sub may not rely on the failure to satisfy this Section 7.2 where such failure relates to or results from the act or failure to act by Parent, a Co-Sponsor or any affiliate or Subsidiary thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NorthStar/RXR New York Metro Real Estate, Inc.)
Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all obligations its agreements contained in this Agreement required to be performed or complied with by it under this Agreement at on or prior to the Company Merger Effective Time; , and Parent and Merger Sub shall have received a certificate signed on behalf of the Company by a duly authorized executive officer President or Chief Executive Officer of the Company to such that effect.
Appears in 1 contract
Performance of Obligations of the Company. The Company shall have performed or and complied in all material respects with all each of its agreements, obligations required to be performed or complied with by it and covenants under this the Agreement at or prior to and the Company Parent and the Merger Effective Time; and Parent Sub shall have received a certificate signed on behalf of the Company by a duly an authorized executive officer of the Company to such that effect.
Appears in 1 contract
