Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company certifying as to the satisfaction of the matters set forth in paragraphs (a), (b) and (c) of this Section 7.2.
Appears in 7 contracts
Sources: Merger Agreement (Microsemi Corp), Merger Agreement (Microchip Technology Inc), Merger Agreement (Micrel Inc)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer Chief Executive Officer or the Chief Financial Officer of the Company certifying Company, dated as of the Closing Date, to the satisfaction of effect that the matters conditions set forth in paragraphs (a), (bSection 6.3(a) and (cSection 6.3(b) of this Section 7.2have been satisfied.
Appears in 5 contracts
Sources: Merger Agreement (Weingarten Realty Investors /Tx/), Merger Agreement (Kimco Realty Corp), Merger Agreement (Cousins Properties Inc)
Closing Certificate. Parent shall have received a certificate signed of the Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company by that the chief executive officer and chief financial officer of the Company certifying as to the satisfaction of the matters conditions set forth in paragraphs (a), Sections 7.2(a) and (b) and (c) of this Section 7.2have been satisfied.
Appears in 4 contracts
Sources: Merger Agreement (Timberland Co), Agreement and Plan of Merger (V F Corp), Merger Agreement (Ecollege Com)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company certifying as to the satisfaction of the matters set forth in paragraphs (a), (b) and (c) of this Section 7.2.
Appears in 4 contracts
Sources: Merger Agreement (Neophotonics Corp), Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Lumentum Holdings Inc.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company executed by the chief executive officer and chief financial an officer of the Company certifying as to (a) that the satisfaction of the matters conditions set forth in paragraphs (aSection 8.3(a), (b) ), and (c) have been duly satisfied and (b) that the information set forth in the Allocation Certificate delivered by the Company in accordance with Section 7.12 is true and accurate in all respects as of this Section 7.2the Closing Date.
Appears in 3 contracts
Sources: Merger Agreement (Longevity Health Holdings, Inc.), Merger Agreement (20/20 Biolabs, Inc.), Merger Agreement (Longevity Health Holdings, Inc.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company executed by the chief executive officer and chief financial an officer of the Company certifying as to (a) that the satisfaction of the matters conditions set forth in paragraphs (aSection 8.3(a), (b) ), and (c) have been duly satisfied and (b) that the information set forth in the Allocation Certificate delivered by the Company in accordance with Section 7.13 is true and accurate in all respects as of this Section 7.2the Closing Date.
Appears in 3 contracts
Sources: Merger Agreement (Workhorse Group Inc.), Merger Agreement (Allovir, Inc.), Merger Agreement (Graphite Bio, Inc.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial a duly authorized officer of the Company certifying as to the satisfaction of the matters set forth in paragraphs (aSection 7.2(a), (bSection 7.2(b) and (c) of this Section 7.27.2(c).
Appears in 3 contracts
Sources: Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Gilat Satellite Networks LTD)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief an executive officer and chief financial officer of the Company certifying as to that the satisfaction of the matters conditions set forth in paragraphs (a), Sections 6.02(a) and (b) and (c) of this Section 7.2have been satisfied.
Appears in 3 contracts
Sources: Merger Agreement (Teleflex Medical Inc), Merger Agreement (Teleflex Inc), Merger Agreement (Arrow International Inc)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief an executive officer and chief financial officer of the Company certifying as Company, dated the Closing Date, to the satisfaction of effect that the matters conditions set forth in paragraphs (a), (bSection 7.2(a) and (cSection 7.2(b) of this Section 7.2have been satisfied.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Chindex International Inc), Merger Agreement (Chindex International Inc), Merger Agreement (Benihana Inc)
Closing Certificate. Parent shall have received delivered to the Company a certificate signed executed by an authorized officer of Parent certifying on behalf of the Company by the chief executive officer and chief financial officer Parent that each of the Company certifying as to the satisfaction of the matters set forth conditions specified in paragraphs (a), (bSection 6.3(a) and (cSection 6.3(b) of this Section 7.2have been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Absci Corp), Merger Agreement (Relay Therapeutics, Inc.)
Closing Certificate. Parent The Company shall have received at the Closing a certificate signed on behalf of the Company Parent by the chief a senior executive officer and chief financial officer of the Company certifying as Parent to the satisfaction effect that such officer has read this Section 7.3 and that, to the Knowledge of Parent, the matters conditions set forth in paragraphs (a), (b) and (c) of this Section 7.27.3 have been satisfied.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ust Inc), Merger Agreement (Altria Group, Inc.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer Chief Executive Officer or Chief Financial Officer of the Company certifying Company, dated as of the Closing Date, to the satisfaction effect that each of the matters conditions set forth in paragraphs (aSection 8.2(a), (bSection 8.2(b) and (cSection 8.2(c) of this Section 7.2have been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Healthpeak Properties, Inc.), Merger Agreement (Physicians Realty Trust)
Closing Certificate. Parent shall have received from the Company a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company certifying as to compliance by the satisfaction of Company with the matters conditions set forth in paragraphs (a), (b) and (cb) of this Section 7.2.
Appears in 2 contracts
Sources: Merger Agreement (At&t Inc.), Merger Agreement (Superclick Inc)
Closing Certificate. Parent shall have received a certificate signed on behalf by the Chief Executive Officer or the Chief Financial Officer of the Company by the chief executive officer and chief financial officer Company, dated as of the Company certifying as Closing Date, to the satisfaction of effect that the matters conditions set forth in paragraphs (aSection 8.02(a), (bSection 8.02(b), Section 8.02(c), Section 8.02(d) and (cSection 8.02(e) of this Section 7.2have been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Timber Pharmaceuticals, Inc.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company Company, by the chief an executive officer and chief financial officer of the Company certifying Company, dated as to the satisfaction of the matters Closing Date, certifying that the conditions set forth in paragraphs (a), (bSection 6.2(a) and (cSection 6.2(b) of this Section 7.2are satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Ps Business Parks, Inc./Md), Merger Agreement (QTS Realty Trust, Inc.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief an executive officer and chief financial officer of the Company certifying as to the satisfaction of the matters set forth in paragraphs (a), (b) and (c) of this Section 7.27.02.
Appears in 2 contracts
Sources: Merger Agreement (Bioceres Crop Solutions Corp.), Merger Agreement (Marrone Bio Innovations Inc)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and or the chief financial officer of the Company certifying as to the satisfaction that each of the matters conditions set forth in paragraphs (a), (b) and (c) of this Section 7.2.Sections 6.2 shall have been satisfied;
Appears in 2 contracts
Sources: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer Chief Executive Officer or the Executive Vice President of Finance and chief financial officer Accounting of the Company certifying Company, dated as of the Closing Date, to the satisfaction of effect that the matters conditions set forth in paragraphs (a), (bSection 6.2(a) and (cSection 6.2(b) of this Section 7.2have been satisfied.
Appears in 2 contracts
Sources: Merger Agreement (New Senior Investment Group Inc.), Merger Agreement (Ventas, Inc.)
Closing Certificate. Parent shall have received delivered to the Company a certificate signed executed by an authorized officer of Parent certifying on behalf of the Company by the chief executive officer and chief financial officer Parent that each of the Company certifying as to the satisfaction of the matters set forth conditions specified in paragraphs (a), (bSection 6.2(a) and (cSection 6.2(b) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received at the Closing a certificate signed on behalf of the Company by the chief executive officer and chief financial officer Chief Executive Officer of the Company (solely in his capacity as such and not in their personal capacity, and without personal liability), certifying as to that the satisfaction of the matters conditions set forth in paragraphs (aSection 6.2(a), (bSection 6.2(b), Section 6.2(d), and Section 6.2(h) and (c) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf by the Chief Executive Officer or the Chief Financial Officer of the Company by the chief executive officer and chief financial officer Company, dated as of the Company certifying as Closing Date, to the satisfaction of effect that the matters conditions set forth in paragraphs (aSection 9.02(a), (bSection 9.02(b) and (cSection 9.02(c) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company Company, dated as of the Closing Date, by the chief executive officer and or chief financial officer of the Company certifying as to the satisfaction effect that each of the matters set forth conditions in paragraphs (aSection 7.2(a), (bSection 7.2(b) and (cSection 7.2(c) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company Company, dated as of the Closing Date, by the chief executive officer and or chief financial officer of the Company certifying as to the satisfaction effect that each of the matters set forth conditions in paragraphs (aSection 7.2(a), (bSection 7.2(b)and Section 7.2(c) and (c) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf by the Chief Executive Officer and the Chief Financial Officer of the Company by the chief executive officer and chief financial officer Company, dated as of the Company certifying as Closing Date, to the satisfaction of effect that the matters conditions set forth in paragraphs (aSection 8.02(a), (bSection 8.02(b), and Section 8.02(c) and (c) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent The Company shall have received a certificate signed on behalf of the Company Parent by the chief executive a duly appointed and authorized officer and chief financial officer of the Company certifying as to the satisfaction of the matters conditions set forth in paragraphs (a), (bSection 8.3(a) and (c) of this Section 7.28.3(b).
Appears in 1 contract
Sources: Merger Agreement (Par Pharmaceutical Companies, Inc.)
Closing Certificate. Parent shall have received a certificate signed on behalf by the Chief Executive Officer or the Chief Financial Officer of the Company by the chief executive officer and chief financial officer Company, dated as of the Company certifying as date on which the Acceptance Time occurs, to the satisfaction of effect that the matters conditions set forth in paragraphs (ae), (bf) and (cg) of this Section 7.2above have been satisfied.
Appears in 1 contract
Sources: Merger Agreement (Zogenix, Inc.)
Closing Certificate. Parent shall will have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer Chief Executive Officer of the Company certifying as to that the satisfaction of the matters conditions set forth in paragraphs (aSection 7.2(a), (bSection 7.2(b), Section 7.2(c), Section 7.2(e) and (cSection 7.2(f)(ii) are satisfied as of this Section 7.2.the Effective Time;
Appears in 1 contract
Closing Certificate. Parent The Company shall have received a certificate signed on behalf of the Company Parent by the chief executive a duly appointed and authorized officer and chief financial officer of the Company certifying as to the satisfaction of the matters conditions set forth in paragraphs (a), (bSection 9.3(a) and (c) of this Section 7.29.3(b).
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief an executive officer and chief financial officer of the Company certifying Company, dated as to the satisfaction of the matters Closing Date, certifying that the conditions set forth in paragraphs (a), (bSection 6.2(a) and (cSection 6.2(b) of this Section 7.2are satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received delivered to the Companies a certificate certificate, signed on behalf by an executive officer of Parent and dated as of the Company by the chief executive officer and chief financial officer of the Company Closing Date, certifying as to the satisfaction of the matters set forth in paragraphs (a), (bSection 8.2(a) and (c) of this Section 7.28.2(b).
Appears in 1 contract
Sources: Merger Agreement (Fortress Value Acquisition Corp.)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive a duly appointed and authorized officer and chief financial officer of the Company certifying as to the satisfaction of the matters conditions set forth in paragraphs (aSection 9.2(a), (bSection 9.2(b) and (c) of this Section 7.29.2(c).
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief an executive officer and chief financial officer of the Company certifying Company, dated as to the satisfaction of the matters Closing Date, certifying that the conditions set forth in paragraphs (aSection 7.2(a), (bSection 7.2(b) and (cSection 7.2(d) of this Section 7.2are satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company certifying as to the satisfaction of the matters set forth in paragraphs (ai), (bii) and (cvi) of this Section 7.21.3(b).
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company executed by the chief executive officer and chief financial an officer of the Company certifying as to (i)that the satisfaction of the matters conditions set forth in paragraphs (aSection 8.3(a), (b) ), and (c) have been duly satisfied and (ii) that the information set forth in the Allocation Certificate delivered by the Company in accordance with Section 7.13 is true and accurate in all respects as of this Section 7.2the Closing Date.
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed certificate, validly executed by the Chief Executive Officer of the Company for and on behalf of the Company by the chief executive officer and chief financial officer of the Company Company, certifying as to the satisfaction of the matters set forth in paragraphs (aSection 7.2(a), (bSection 7.2(b) and Section 7.2(c) (c) of this Section 7.2the “Closing Certificate”).
Appears in 1 contract
Sources: Merger Agreement (Lsi Corp)
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company certifying as Company, dated the Closing Date, to the satisfaction of effect that the matters conditions set forth in paragraphs (a), (bSection 7.2(a) and (cSection 7.2(b) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received at the Closing a certificate signed on behalf of the Company by the chief executive officer and chief financial officer President of the Company (solely in his capacity as such and not in their personal capacity, and without personal liability), certifying as to that the satisfaction of the matters conditions set forth in paragraphs (aSection 6.2(a), (bSection 6.2(b) and (cSection 6.2(d) of this Section 7.2have been satisfied.
Appears in 1 contract
Closing Certificate. Parent shall have received a certificate signed on behalf of the Company by the chief executive a duly appointed and authorized officer and chief financial officer of the Company certifying as to the satisfaction of the matters conditions set forth in paragraphs (aSection 8.1(a), (bSection 8.2(a), Section 8.2(b) and (c) of this Section 7.28.2(c).
Appears in 1 contract
Sources: Merger Agreement (Par Pharmaceutical Companies, Inc.)