Common use of Parent Closing Certificate Clause in Contracts

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 11 contracts

Sources: Merger Agreement (Electronic Arts Inc.), Merger Agreement (Premier, Inc.), Merger Agreement (Streamline Health Solutions Inc.)

Parent Closing Certificate. The Company Parent shall have received at delivered to the Company a certificate, dated as of the Closing a certificate Date and signed on behalf of Parent ▇▇▇▇▇▇ and Merger Sub by an executive officer of Parent Parent, certifying that the conditions set forth in Section 7.3(aSections 6.03(a) and Section 7.3(b6.03(b) are have been satisfied.

Appears in 5 contracts

Sources: Merger Agreement (Western Union CO), Merger Agreement (International Money Express, Inc.), Merger Agreement (Verizon Communications Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer and Chief Financial Officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Monsanto Co /New/), Merger Agreement

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub Subs by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 3 contracts

Sources: Agreement and Plan of Merger (Vacasa, Inc.), Agreement and Plan of Merger (Vacasa, Inc.), Merger Agreement (Focus Financial Partners Inc.)

Parent Closing Certificate. The Company shall have received at a certificate, dated the Closing a certificate signed Date and executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are satisfiedhave been satisfied (the “Parent Closing Certificate”).

Appears in 3 contracts

Sources: Merger Agreement (Sculptor Capital Management, Inc.), Merger Agreement (Rithm Capital Corp.), Merger Agreement (Sculptor Capital Management, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are satisfied.

Appears in 3 contracts

Sources: Merger Agreement (Eargo, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been duly satisfied (the “Parent Closing Certificate”).

Appears in 2 contracts

Sources: Merger Agreement (Brocade Communications Systems Inc), Merger Agreement (Avago Technologies LTD)

Parent Closing Certificate. The Company shall have received at a certificate, dated as of the Closing a certificate signed Date and duly executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are have been satisfied.

Appears in 2 contracts

Sources: Merger Agreement (Retail Opportunity Investments Partnership, LP), Merger Agreement (Apartment Income REIT, L.P.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a6.3(a) and Section 7.3(b6.3(b) are satisfiedsatisfied or waived.

Appears in 2 contracts

Sources: Merger Agreement (Reven Housing REIT, Inc.), Merger Agreement (KBS Strategic Opportunity REIT, Inc.)

Parent Closing Certificate. The Company shall must have received at the Closing a certificate signed executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying (the “Parent Closing Certificate”) representing and warranting that the conditions set forth in Section 7.3(aSections 6.3(a) and Section 7.3(b6.3(b) are have been satisfied.

Appears in 2 contracts

Sources: Merger Agreement (BIO-TECHNE Corp), Merger Agreement (Techne Corp /Mn/)

Parent Closing Certificate. The Company shall have received at from Parent a certificate, dated as of the Closing a certificate Date and signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent Parent, certifying to the effect that the conditions set forth in Section 7.3(aSections ‎7.03(a) and Section 7.3(b‎7.03(b) are have been satisfied.

Appears in 2 contracts

Sources: Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Doma Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at from Parent a certificate dated as of the Closing a certificate Date and signed on behalf of Parent and Merger Sub by an its chief executive officer of Parent or chief financial officer, certifying to the effect that the conditions set forth in Section 7.3(aclauses (a) and Section 7.3(b(b) are immediately above have been satisfied.

Appears in 2 contracts

Sources: Agreement and Plan of Merger and Reorganization (Heliogen, Inc.), Merger Agreement (Zeo Energy Corp.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been satisfied (the “Parent Closing Certificate”).

Appears in 2 contracts

Sources: Merger Agreement (Syneos Health, Inc.), Merger Agreement (Cbeyond, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 7.03(a) and Section 7.3(b7.03(b) are have been satisfied.

Appears in 2 contracts

Sources: Merger Agreement (Model N, Inc.), Merger Agreement (Inovalon Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 2 contracts

Sources: Merger Agreement (FBR & Co.), Merger Agreement (B. Riley Financial, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 2 contracts

Sources: Merger Agreement (Pcm, Inc.), Merger Agreement (Insight Enterprises Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer containing the representation and warranty of Parent certifying that the conditions set forth in Section 7.3(aSections 8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been duly satisfied (the “Parent Closing Certificate”).

Appears in 2 contracts

Sources: Merger Agreement (Skillz Inc.), Merger Agreement (Okta, Inc.)

Parent Closing Certificate. The Company shall have received at a certificate of Parent, dated as of the Closing a certificate Date, signed by an officer of Parent certifying for and on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a8.3(a) and Section 7.3(b8.3(b) are have been satisfied.

Appears in 2 contracts

Sources: Merger Agreement (Avangrid, Inc.), Merger Agreement (Cellular Biomedicine Group, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 8.03(a) (Representations and Warranties) and Section 7.3(b8.03(b) are satisfied(Covenants) have been satisfied (the “Parent Closing Certificate”).

Appears in 2 contracts

Sources: Merger Agreement (Altus Power, Inc.), Merger Agreement (Altus Power, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent certifying and Sub confirming that the conditions set forth in Section Sections 7.3(a) and Section 7.3(b(b) are have been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Edgar Online Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an the respective chief executive officer officers and chief financial officers of Parent certifying and Merger Sub to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfiedhave been satisfied as of the Closing.

Appears in 1 contract

Sources: Merger Agreement (Seracare Life Sciences Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a8.3(a) and Section 7.3(b8.3(b) are satisfiedsatisfied or waived.

Appears in 1 contract

Sources: Merger Agreement (Forest City Realty Trust, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer the president of Parent certifying to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b(b) are satisfiedhave been satisfied as of the Closing.

Appears in 1 contract

Sources: Merger Agreement (Rubios Restaurants Inc)

Parent Closing Certificate. The Company shall have has received at the Closing a certificate signed executed on behalf of Parent and Merger Sub by an executive officer of Parent certifying (the “Parent Closing Certificate”) representing and warranting that the conditions set forth in Section 7.3(aSections 6.3(a) and Section 7.3(b6.3(b) are have been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Spectranetics Corp)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed validly executed for and on behalf of Parent ▇▇▇▇▇▇ and Merger Sub by an executive a duly authorized officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 1 contract

Sources: Merger Agreement (AgroFresh Solutions, Inc.)

Parent Closing Certificate. The Company shall have received at from Parent a certificate, dated the Closing a certificate Date and signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent Parent, certifying to the effect that the conditions set forth in Section 7.3(aSections ‎7.03(a) and Section 7.3(b‎7.03(b) are have been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Hemisphere Media Group, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed duly executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(a8.03(a) and Section 7.3(b8.03(b) are satisfiedhave been satisfied (the "Parent Closing Certificate").

Appears in 1 contract

Sources: Merger Agreement (Cotiviti Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 1 contract

Sources: Merger Agreement (Irobot Corp)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub signed by an executive officer of Parent certifying Parent, dated the Closing Date, confirming that the conditions set forth in Section 7.3(a7.2(a) and Section 7.3(b7.2(b) are have been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Perspecta Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf executed by the Chief Executive Officer of Parent each of the Company and Merger Sub by an executive officer of Parent certifying confirming that the conditions set forth in Section 7.3(a) Sections 7.1, 7.2, 7.3 and Section 7.3(b) are 7.6 have been duly satisfied.

Appears in 1 contract

Sources: Merger Agreement (Patient Infosystems Inc)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent and an officer of Merger Sub certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied.

Appears in 1 contract

Sources: Merger Agreement (Arc Document Solutions, Inc.)

Parent Closing Certificate. The Company Parent shall have received at delivered to the Company a certificate, dated as of the Closing a certificate Date and signed on behalf of Parent and Merger Sub by an executive officer of Parent its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) are have been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Hersha Hospitality Trust)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.2(a) and Section 7.3(b7.2(b) are satisfied.

Appears in 1 contract

Sources: Merger Agreement (Craft Brew Alliance, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent and Merger Sub by an the chief executive officer of Parent certifying that the conditions set forth in Section 7.3(a7.03(a) and Section 7.3(b7.03(b) are have been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Virtusa Corp)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed executed on behalf of Parent by its authorized representative and Merger Sub by an executive officer of Parent certifying to the effect that the conditions set forth in Section 7.3(aSections 7.03(a) and Section 7.3(b7.03(b) are satisfiedhave been satisfied (the “Parent Closing Certificate”).

Appears in 1 contract

Sources: Merger Agreement (AvidXchange Holdings, Inc.)

Parent Closing Certificate. The Company shall have received at the Closing a certificate signed duly executed on behalf of Parent and Merger Sub by an executive authorized officer of Parent certifying that the conditions set forth in Section 7.3(a) Sections 7.1 and Section 7.3(b) are 7.2 have been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Century Therapeutics, Inc.)