Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 202 contracts
Samples: Business Combination Agreement (Maquia Capital Acquisition Corp), Merger Agreement (Progressive Care Inc.), Merger Agreement (NextPlat Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 86 contracts
Samples: Merger Agreement (Integrated Rail & Resources Acquisition Corp), Merger Agreement (TDCX Inc.), Merger Agreement (Genetron Holdings LTD)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 65 contracts
Samples: Merger Agreement (PowerUp Acquisition Corp.), Business Combination Agreement (American Resources Corp), Business Combination Agreement (AI Transportation Acquisition Corp)
Agreements and Covenants. The Each of the covenants of the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on as of or prior to the Effective TimeClosing shall have been performed or complied with in all material respects.
Appears in 45 contracts
Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.), Business Combination Agreement (Global Partner Acquisition Corp II), Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 24 contracts
Samples: Merger Agreement (Breeze Holdings Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.), Merger Agreement (Breeze Holdings Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of the agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time.
Appears in 22 contracts
Samples: Merger Agreement (Highpower International, Inc.), Merger Agreement (Asv Holdings, Inc.), Merger Agreement (Metaldyne Performance Group Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (HMS Holdings Corp), Merger Agreement (Flextronics International Ltd.), Merger Agreement (Seebeyond Technology Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements covenants and covenants required by obligations of this Agreement required to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 14 contracts
Samples: Share Purchase Agreement, Agreement and Plan of Merger and Reorganization (Altimmune, Inc.), Share Purchase Agreement (Ixys Corp /De/)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all each of the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 9 contracts
Samples: Merger Agreement (Universal Stainless & Alloy Products Inc), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Effective Time.
Appears in 9 contracts
Samples: Merger Agreement (Swank, Inc.), Merger Agreement (Brands Holdings LTD), Merger Agreement (Landrys Restaurants Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time.
Appears in 9 contracts
Samples: Business Combination Agreement (Live Oak Acquisition Corp II), Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 8 contracts
Samples: Share Exchange Agreement (Kairos Pharma, LTD.), Share Exchange Agreement (Armada Oil, Inc.), Share Exchange Agreement (NDB Energy, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing.
Appears in 6 contracts
Samples: Merger Agreement (Thoratec Corp), Merger Agreement (Intellon Corp), Merger Agreement (Atheros Communications Inc)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all of its obligations and complied with, in all material respects, all of its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (Amcomp Inc /Fl), Merger Agreement (FMG Acquisition Corp)
Agreements and Covenants. The Company shall will have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 6 contracts
Samples: Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Acer Therapeutics Inc.), Securities Purchase Agreement (Pixelworks, Inc), Securities Purchase Agreement (Pixelworks, Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to before the Effective Time.
Appears in 5 contracts
Samples: Merger Agreement (Suncom Wireless Holdings, Inc.), Merger Agreement (Minnesota Mining & Manufacturing Co), Merger Agreement (Robinson Nugent Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc), Merger Agreement (Hecla Mining Co/De/)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Merger Agreement (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp), Asset Purchase Agreement (Hecla Mining Co/De/)
Agreements and Covenants. The Company shall have performed or complied complied, in all material respects respects, with all agreements each obligation, agreement and covenants required by this Agreement covenant to be performed or complied with by it on under this Agreement at or prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Myriad Genetics Inc), Merger Agreement (Investment Technology Group Inc), Merger Agreement (Apex Bioventures Acquisition Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.;
Appears in 4 contracts
Samples: Merger Agreement (Driftwood Ventures, Inc.), Agreement and Plan of Merger (Cray Research Inc), Merger Agreement (Surge Components Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except for any failure to perform or comply that would not have a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements each agreement and covenants covenant required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Merger Agreement (Thomas & Betts Corp), Merger Agreement (United Online Inc), Merger Agreement (Tellabs Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date; provided, however the Company shall have performed in all respects with respect to the timelines set forth in Section 6.01.
Appears in 3 contracts
Samples: Merger Agreement (Sunair Services Corp), Merger Agreement, Merger Agreement (Sunair Services Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (RMR Industrials, Inc.), Merger Agreement (RMR Industrials, Inc.), Merger Agreement (Drayton Harbor Resources Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed performed, or complied with by it on or prior to the Effective Time.
Appears in 3 contracts
Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (Anzu Special Acquisition Corp I), Business Combination Agreement (GigCapital5, Inc.)
Agreements and Covenants. The Company Affiliated Companies and Shareholders shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Exchange Agreement (Applied Spectrum Technologies Inc), Exchange Agreement (Cyber Merchants Exchange Inc), Exchange Agreement (Qorus Com Inc)
Agreements and Covenants. The Company Affiliated Companies and Members shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Exchange Agreement (Boundless Corp), Exchange Agreement (Qorus Com Inc), Exchange Agreement (Purezza Group Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (KKR & Co. Inc.), Merger Agreement (Epocrates Inc), Merger Agreement (Athenahealth Inc)
Agreements and Covenants. The Company shall have performed or in all material respects all of the Company’s obligations and complied in all material respects with all of the Company’s agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Merger and Share Exchange Agreement (Glori Energy Inc.), Merger and Share Exchange Agreement (Glori Energy Inc.), Merger Agreement (Infinity Cross Border Acquisition Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except that the Company shall have performed or complied in all respects with the covenants and agreements contained in Section 5.1(ii).
Appears in 3 contracts
Samples: Merger Agreement (El Paso Energy Corp/De), Merger Agreement (Zilkha Michael), Merger Agreement (Sonat Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Merger Agreement (Big Rock Partners Sponsor, LLC), Merger Agreement (Big Rock Partners Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.Closing;
Appears in 3 contracts
Samples: Merger Agreement (Regeneration Technologies Inc), Contribution Agreement (Amalgamated Technologies Inc), Merger Agreement (Tutogen Medical Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Merger Effective Time.
Appears in 3 contracts
Samples: Business Combination Agreement (Perception Capital Corp. III), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
Agreements and Covenants. The Company shall will have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 3 contracts
Samples: Share Exchange Agreement (Spring Bank Pharmaceuticals, Inc.), Share Exchange Agreement (Biodel Inc), Share Exchange Agreement (Biodel Inc)
Agreements and Covenants. The Company shall have performed or in all material respects all of the Company’s obligations and complied in all material respects with all of the Company’s agreements and covenants required by under this Agreement to be performed or complied with by it the Company on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Share Exchange Agreement (Enservco Corp), Share Exchange Agreement (Star Equity Holdings, Inc.), Share Exchange Agreement (Nxu, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (ZAGG Inc), Merger Agreement (Nicor Inc), Merger Agreement (Agl Resources Inc)
Agreements and Covenants. The Company shall have performed or complied complied, in each case, in all material respects with all the agreements and covenants required by this Agreement to be performed by it or complied with by it on at or prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Grail, LLC), Merger Agreement (Grail, LLC), Merger Agreement (Illumina, Inc.)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with all agreements respects, each covenant, agreement and covenants obligation required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Aegion Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (Cybersource Corp), Merger Agreement (Visa Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, covenants and covenants obligations required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Marimba Inc), Merger Agreement (BMC Software Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements the covenants and covenants obligations required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Effective Time.;
Appears in 2 contracts
Samples: Merger Agreement (Red Lion Inns Limited Partnership), Merger Agreement (Boykin Lodging Co)
Agreements and Covenants. The Company shall have performed or complied complied, in each case, in all material respects with all agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (International Money Express, Inc.), Merger Agreement (Fintech Acquisition Corp. II)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all material agreements and material covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Merger Agreement (Universal Health Services Inc)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Share Exchange Agreement (MVP Holdings Corp), Share Exchange Agreement (MVP Holdings Corp)
Agreements and Covenants. (i) The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective TimeClosing and (ii) each Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by such Seller on or prior to the Closing.
Appears in 2 contracts
Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Share Exchange Agreement (Perpetual Technologies, Inc.), Share Exchange Agreement (Frezer, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the First Merger Effective Time.
Appears in 2 contracts
Samples: Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Business Combination Agreement (Beard Energy Transition Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement and the Ancillary Agreements to which it is a party on or prior to the Effective Time.Second Closing;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Norsk Hydro a S A), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Related Agreements to be performed or complied with by it on or prior to the Effective Time. QIAGEN shall have received a certificate to such effect signed by the President of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Qiagen Nv), Merger Agreement (Qiagen Nv)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement Agreement, in each case to be performed or complied with by it such person on or prior to the Effective TimeClosing Date, except where compliance with any such obligation, agreement or covenant has been waived in writing by Purchaser.
Appears in 2 contracts
Samples: Merger Agreement (FutureTech II Acquisition Corp.), Merger Agreement (Denali Capital Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (Necessity Retail REIT, Inc.), Merger Agreement (Global Net Lease, Inc.)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects respects, with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Plum Creek Timber Co Inc), Contribution Agreement (Plum Creek Timber Co Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of the agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (Xueda Education Group), Merger Agreement (SYSWIN Inc.)
Agreements and Covenants. The Company and the Company Operating Partnership shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (Ventas Inc), Merger Agreement (American Realty Capital Healthcare Trust Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (Navteq Corp), Merger Agreement (Navteq Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants that are required by this Agreement to be performed or complied with by it on or prior to the Effective Timedate of the Closing.
Appears in 2 contracts
Samples: Share Repurchase Agreement (Melco International Development LTD), Share Repurchase Agreement (Melco International Development LTD)
Agreements and Covenants. The Company shall have performed or complied in all material respects performed all obligations and complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.;
Appears in 2 contracts
Samples: Merger Agreement (Us 1 Industries Inc), Merger Agreement (Us 1 Industries Inc)
Agreements and Covenants. The Company and each Participating Company Stockholder shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed performed, or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.), Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Kanbay International Inc), Merger Agreement (Cap Gemini Sa)
Agreements and Covenants. The Company Entities shall have performed or complied in all material respects with all the covenants, agreements and covenants obligations required by this Agreement to be performed or complied with by it them on or prior to the Effective TimeTime in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Emanuel Ariel), Merger Agreement (Endeavor Group Holdings, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date; provided, however, that the Company shall have performed or complied in all respects with Section 5.13 and Section 5.16.
Appears in 2 contracts
Samples: Merger Agreement (Lexar Media Inc), Merger Agreement (Micron Technology Inc)
Agreements and Covenants. The Company shall have performed or complied complied, and shall have caused the Company Subsidiaries to have performed or complied, in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (United Online Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of its agreements and covenants required by contained in this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing (except that any specific agreement or covenant that is qualified as to materiality must have been performed as written).
Appears in 2 contracts
Samples: Restructuring Agreement (Aquis Communications Group Inc), Restructuring Agreement (Finova Capital Corp)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (iClick Interactive Asia Group LTD), Merger Agreement (Nord Anglia Education, Inc.)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Share Exchange Agreement (HWGC Holdings LTD), Share Exchange Agreement (HWGC Holdings LTD)
Agreements and Covenants. The Company and the Members shall have performed or complied in all material respects all of their respective obligations and complied with all of their respective agreements and covenants required by this Agreement to be performed or complied with by it on them under this Agreement at or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.), Business Combination Agreement (57th Street General Acquisition Corp)
Agreements and Covenants. The Company shall have duly performed or complied with, in all material respects with respects, all of its covenants and agreements and covenants required by contained in this Agreement that the Company was required to be performed or complied with by it on or perform prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (New World Brands Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Timeunder this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Li3 Energy, Inc.), Merger Agreement (Blue Wolf Mongolia Holdings Corp.)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Effective Time.Closing; and
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)
Agreements and Covenants. The Company shall have performed or and complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.;
Appears in 2 contracts
Samples: Merger Agreement (Physicians Formula Holdings, Inc.), Merger Agreement (Physicians Formula Holdings, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants (other than Section 5.05(b)) required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Nv Energy, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time.;
Appears in 2 contracts
Samples: Offer to Purchase (JRC Acquisition Corp), Merger Agreement (HCH Acquisition Corp)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement Agreement, in each case to be performed or complied with by it such person on or prior to the Effective TimeClosing Date, except where compliance with any such obligation, agreement or covenant has been waived in writing by the SPAC.
Appears in 2 contracts
Samples: Business Combination Agreement (Focus Impact Acquisition Corp.), Business Combination Agreement (Insight Acquisition Corp. /DE)
Agreements and Covenants. The Company Parties shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (CapLease, Inc.), Merger Agreement (American Realty Capital Properties, Inc.)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement and the Ancillary Agreements to which it is a party on or prior to the Effective Time.Initial Warrants Closing;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)
Agreements and Covenants. The Company shall have performed ------------------------ or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sunbase Asia Inc), Stock Purchase Agreement (Sunbase Asia Inc)
Agreements and Covenants. The Company shall will have performed or complied in all material respects with all of its agreements and covenants required by contained in this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Barrister Global Services Network Inc), Stock Purchase Agreement (Barrister Global Services Network Inc)
Agreements and Covenants. The Company shall have performed or complied with in all material respects with all agreements each obligation, agreement and covenants required by this Agreement covenant to be performed or complied with by it on under this Agreement at or prior to the Effective TimeClosing Date, other than as set forth in Section 7.7.2.
Appears in 1 contract
Samples: Asset Purchase Agreement (Partner Communications Co LTD)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all its agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alberton Acquisition Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of its obligations, agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (SmartRent, Inc.)
Agreements and Covenants. The Holdings and the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Samples: Business Combination Agreement (PENSARE ACQUISITION Corp)
Agreements and Covenants. The Company shall have performed or complied with all obligations and covenants in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior before to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Navigant Consulting Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and the covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied in all material respects with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (National Investment Managers Inc.)
Agreements and Covenants. The Company shall will have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (Avi Biopharma Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements covenants and covenants required by obligations of this Agreement required to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement Agreement, in each case to be performed or complied with by it such person on or prior to the Effective TimeDate, except where compliance with any such obligation, agreement or covenant has been waived in writing by the Parent.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by set forth in Articles I, IV, V, and IX of this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (Realnetworks Inc)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeFirst Closing Date.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed in all material respects or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Education Management Corporation)
Agreements and Covenants. The Company shall have performed or complied complied, in all material respects respects, with all agreements each obligation, agreement and covenants required by this Agreement covenant to be performed or complied with by it on under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Agilysys Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Merck & Co Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects Material Respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeFirst Closing Date and the Second Closing Date, respectively.
Appears in 1 contract
Samples: Share Purchase and Debt Restructure Agreement (Kiphart Richard P)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and its obligations or covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Tangoe Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements its covenants and covenants required by obligations of this Agreement required to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (NantKwest, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements Agreements and covenants required by this Agreement to be performed or complied with by it Company on or prior to the Effective Time.
Appears in 1 contract
