Agreements and Covenants. Parent and Merger Sub 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 46 contracts
Samples: Merger Agreement (Progressive Care Inc.), Merger Agreement (NextPlat Corp), Merger Agreement (Progressive Care Inc.)
Agreements and Covenants. Parent and Merger Sub 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 36 contracts
Samples: Merger Agreement (Jaguar Animal Health, Inc.), Merger Agreement (American Realty Capital Global Trust II, Inc.), Merger Agreement (Symmetry Surgical Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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 31 contracts
Samples: Merger Agreement (TDCX Inc.), Merger Agreement (Genetron Holdings LTD), Merger Agreement (O2micro International LTD)
Agreements and Covenants. Parent and Merger Sub 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 17 contracts
Samples: Merger Agreement (Kongzhong Corp), Merger Agreement (iKang Healthcare Group, Inc.), Merger Agreement (Wang Benson Haibing)
Agreements and Covenants. Parent and Merger Sub 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 14 contracts
Samples: Merger Agreement (Synutra International, Inc.), Agreement and Plan of Merger (Alibaba Group Holding LTD), Merger Agreement (Ali YK Investment Holding LTD)
Agreements and Covenants. Each of Parent and Merger Sub 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 13 contracts
Samples: Merger Agreement, Merger Agreement (Zipcar Inc), Merger Agreement (Avis Budget Group, Inc.)
Agreements and Covenants. Parent and Merger Sub 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 12 contracts
Samples: Merger Agreement (Asv Holdings, Inc.), Merger Agreement (Metaldyne Performance Group Inc.), Merger Agreement (SKY-MOBI LTD)
Agreements and Covenants. Each of Parent and Merger Sub 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., and the Company shall have received a certificate of a duly authorized officer of Parent to that effect;
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Lenco Mobile Inc.), Merger Agreement (Lenco Mobile Inc.), Merger Agreement (JK Acquisition Corp.)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub on or prior to the Effective TimeClosing Date.
Appears in 11 contracts
Samples: Merger Agreement (Hailiang Education Group Inc.), Merger Agreement (China Customer Relations Centers, Inc.), Merger Agreement (Gridsum Holding Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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 10 contracts
Samples: Agreement and Plan of Merger (Despegar.com, Corp.), Merger Agreement (Universal Stainless & Alloy Products Inc), Merger Agreement (Nordson Corp)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of Parent.
Appears in 8 contracts
Samples: Merger Agreement (Synergy CHC Corp.), Merger Agreement (Synergy CHC Corp.), Merger Agreement (Mount Knowledge Holdings, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, all obligations or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it them under this Agreement on or prior to the Effective Time.
Appears in 8 contracts
Samples: Merger Agreement (Landrys Restaurants Inc), Merger Agreement (Nuco2 Inc /Fl), Merger Agreement (Brands Holdings LTD)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 7 contracts
Samples: Merger Agreement (Looksmart LTD), Merger Agreement (Software Com Inc), Merger Agreement (Goto Com Inc)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 6 contracts
Samples: Merger Agreement (Ariba Inc), Merger Agreement (I Many Inc), Merger Agreement (Ariba Inc)
Agreements and Covenants. Parent and Merger Sub 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 each of them on or prior to the Effective Time. The Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 6 contracts
Samples: Merger Agreement (RespireRx Pharmaceuticals Inc.), Merger Agreement (Cortex Pharmaceuticals Inc/De/), Merger Agreement (Zhone Technologies Inc)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub, as applicable, on or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Samples: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc), Merger Agreement (Hecla Mining Co/De/)
Agreements and Covenants. Parent and Merger Sub 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 them at or prior to the Effective Time.
Appears in 6 contracts
Samples: Merger Agreement (Highpower International, Inc.), Merger Agreement (Ho Chi Sing), Merger Agreement (Perfect World Co., Ltd.)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Samples: Merger Agreement (Mercury Computer Systems Inc), Merger Agreement (Shutterfly Inc), Agreement and Plan of Merger (Entrust Inc)
Agreements and Covenants. Parent and Merger Sub 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 Time.
Appears in 5 contracts
Samples: Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp), Merger Agreement (P Com Inc)
Agreements and Covenants. Parent and Merger Sub 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, except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of Parent) does not, or will not, constitute a Material Adverse Effect with respect to Parent, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 5 contracts
Samples: Merger Agreement (Ithaka Acquisition Corp), Merger Agreement (Juniper Partners Acquisition Corp.), Agreement and Plan of Merger (Ithaka Acquisition Corp)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed on behalf of Parent by the President and the Chief Financial Officer of Parent;
Appears in 5 contracts
Samples: Merger Agreement (Summit Technology Inc), Merger Agreement (Registry Inc), Merger Agreement (Registry Inc)
Agreements and Covenants. Each of Parent and Merger Sub Subsidiary 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 5 contracts
Samples: Merger Agreement (Riverstone Networks Inc), Merger Agreement (Incyte Genomics Inc), Merger Agreement (Logicvision Inc)
Agreements and Covenants. Each of Parent and Merger Acquisition Sub 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 5 contracts
Samples: Merger Agreement (Acorda Therapeutics Inc), Agreement and Plan of Merger (Myriad Genetics Inc), Merger Agreement (Investment Technology Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Parent Document to be performed or complied with by it Parent or Merger Sub on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Merger Agreement (Research Pharmaceutical Services, Inc.), Merger Agreement (Research Pharmaceutical Services, Inc.), Merger Agreement (Research Pharmaceutical Services, Inc.)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and the Chief Financial Officer of Parent;
Appears in 4 contracts
Samples: Merger Agreement (Adt Limited), Merger Agreement (Adt Limited), Merger Agreement (KKR Associates)
Agreements and Covenants. Parent and Merger Sub 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., except for any failure to perform or comply with such agreements and covenants which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect;
Appears in 4 contracts
Samples: Merger Agreement (FORM Holdings Corp.), Merger Agreement (Document Security Systems Inc), Merger Agreement (Vringo Inc)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, 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, including, without limitation, the resignation from the Board of Directors of Parent of those persons currently on the Board of Directors of Parent who are not named as directors following the Effective Time in the Proxy Statement.
Appears in 4 contracts
Samples: Merger Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (United Refining Energy Corp)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized senior executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized officer of Merger Sub.
Appears in 4 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc), Merger Agreement (Inktomi Corp)
Agreements and Covenants. Parent and Merger Sub 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 each of them on or prior to the Effective Time. The Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 4 contracts
Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Pfsweb Inc), Merger Agreement (Ecost Com Inc)
Agreements and Covenants. Parent and Merger Sub 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 Time. The Company will have received a certificate to such effect signed by an officer of Parent.
Appears in 4 contracts
Samples: Merger Agreement (CWR 1, LLC), Merger Agreement (Trustfeed Corp.), Merger Agreement (Brain Scientific Inc.)
Agreements and Covenants. Parent Parent, Merger Sub I and Merger Sub II 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 First Effective Time. The Company shall have received a certificate signed by an officer of Parent on its behalf to the foregoing effect.
Appears in 4 contracts
Samples: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.)
Agreements and Covenants. Parent and Merger Sub 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 before the Effective Time.
Appears in 4 contracts
Samples: Merger Agreement (Robinson Nugent Inc), Merger Agreement (Minnesota Mining & Manufacturing Co), Merger Agreement (Integrated Alarm Services Group Inc)
Agreements and Covenants. Parent and Merger Sub shall will have performed or complied with in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time. Company will have received a certificate to such effect signed by an officer of Parent.
Appears in 4 contracts
Samples: Merger Agreement (Myos Rens Technology Inc.), Merger Agreement (DropCar, Inc.), Merger Agreement (Alliqua BioMedical, Inc.)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed by the Chairman and the Chief Financial Officer of Parent;
Appears in 4 contracts
Samples: Merger Agreement (Oxford Automotive Inc), Merger Agreement (Just for Feet Inc), Merger Agreement (Netgain Development Inc)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed on behalf of Parent by the President of Parent.
Appears in 4 contracts
Samples: Merger Agreement (One2one Living Corp), Merger Agreement (North American Oil & Gas Corp.), Merger Agreement (Terra Tech Corp.)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate of Parent to such effect signed by the President or Chief Financial Officer of Parent;
Appears in 4 contracts
Samples: Merger Agreement (Tyco International LTD /Ber/), Merger Agreement (Scott Technologies Inc), Agreement and Plan of Merger (Mallinckrodt Inc /Mo)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed by the President and the Chief Financial Officer of Parent;
Appears in 3 contracts
Samples: Merger Agreement (New Stat Healthcare Inc), Merger Agreement (Registry Inc), Merger Agreement (Renaissance Worldwide Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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 (provided that any agreement or covenant that is qualified by materiality or by reference to a Material Adverse Effect shall have been performed or complied with in all respects on or prior to the Effective Time) and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 3 contracts
Samples: Merger Agreement (Hub International LTD), Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)
Agreements and Covenants. Each of Parent and Merger Sub 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., and the Company shall have received a certificate of a duly authorized officer of Parent to that effect; and
Appears in 3 contracts
Samples: Merger Agreement (Synchronoss Technologies Inc), Merger Agreement (Mgi Pharma Inc), Merger Agreement (Mgi Pharma Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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 Parent shall have performed or complied in all respects with the covenants contained in Section 5.2(ii).
Appears in 3 contracts
Samples: Merger Agreement (Zilkha Michael), Merger Agreement (El Paso Energy Corp/De), Merger Agreement (Sonat Inc)
Agreements and Covenants. Parent and Merger Sub 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: Offer to Purchase (JRC Acquisition Corp), Agreement and Plan of Merger (Cray Research Inc), Merger Agreement (Surge Components Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants obligations required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective TimeClosing.
Appears in 3 contracts
Samples: Merger Agreement (China Nepstar Chain Drugstore Ltd.), Merger Agreement (Ren Jinsheng), Merger Agreement (Simcere Pharmaceutical Group)
Agreements and Covenants. Parent and Merger Sub 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 Time.
Appears in 3 contracts
Samples: Merger Agreement (Danaher Corp /De/), Merger Agreement (American Safety Insurance Holdings LTD), Merger Agreement (Pall Corp)
Agreements and Covenants. Each of Parent and Merger Sub 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 3 contracts
Samples: Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International), Merger Agreement (Shurgard Storage Centers Inc)
Agreements and Covenants. Parent and Merger Sub each shall have performed or complied in all material respects with all agreements and covenants obligations 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 3 contracts
Samples: Merger Agreement (Conexant Systems Inc), Agreement and Plan of Merger (Conexant Systems Inc), Merger Agreement (Standard Microsystems Corp)
Agreements and Covenants. Parent and Merger Sub 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 3 contracts
Samples: Merger Agreement (WebMD Health Corp.), Merger Agreement (Agilysys Inc), Merger Agreement (Viisage Technology Inc)
Agreements and Covenants. Parent and Merger Sub 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 in all material respects on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc)
Agreements and Covenants. Parent and Merger Sub Co 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 (Industrial Distribution Group Inc), Merger Agreement (King Luther Capital Management Corp), Merger Agreement (Industrial Distribution Group Inc)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed by the President and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Merger Agreement (Constellation Brands Inc), Merger Agreement (C Bridge Internet Solutions Inc), Merger Agreement (Canandaigua B V)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed by the President of Parent;
Appears in 3 contracts
Samples: Merger Agreement (Vons Companies Inc), Merger Agreement (Safeway Inc), Merger Agreement (Safeway Inc)
Agreements and Covenants. Parent and Merger Sub 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 each of them on or prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Fermavir Pharmaceuticals, Inc.), Merger Agreement (Inhibitex, Inc.), Agreement and Plan of Merger (Gevity Hr Inc)
Agreements and Covenants. Parent Parent, First Merger Sub and Second Merger Sub 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 them 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. Parent and Merger Sub and Parent shall have performed or complied in all material respects with all agreements agreement and covenants required by this Agreement to be performed or complied with by it on or them under this Agreement prior to the Effective Time, and the Company shall have received a certificate from each of Merger Sub and the Parent signed by its President or a Vice President, respectively, to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Party City Corp), Merger Agreement (Amscan Holdings Inc)
Agreements and Covenants. Parent and Each of Parent, Merger Sub I, Merger Sub II and the 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 Company Merger Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (SmartStop Self Storage, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material 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, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Oryon Holdings, Inc.), Agreement and Plan of Merger (Abtech Holdings, Inc.)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to the foregoing effect signed by the President or Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Career Education Corp), Merger Agreement (Career Education Corp)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (NantKwest, Inc.), Merger Agreement (NantKwest, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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, and the Company shall have received a certificate of a duly authorized officer of Parent to that effect.
Appears in 2 contracts
Samples: Merger Agreement (DemandTec, Inc.), Merger Agreement (DemandTec, Inc.)
Agreements and Covenants. Parent and each Merger Sub 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 them 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. Parent and Merger Sub shall each 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. The Company shall have received a certificate of a responsible officer of Parent and Merger Sub to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Caprius Inc), Merger Agreement (Vintage Capital Group, LLC)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and the President of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Paxar Corp), Merger Agreement (International Imaging Materials Inc /De/)
Agreements and Covenants. The Parent Entities and the Merger Sub Subs 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 (Endeavor Group Holdings, Inc.), Merger Agreement (Emanuel Ariel)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by its obligations under this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Meadowbrook Insurance Group Inc), Merger Agreement (Ubiquity, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements each of the covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it them on or prior to the Effective TimeClosing Date, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent and Merger Sub.
Appears in 2 contracts
Samples: Merger Agreement (Secure Computing Corp), Merger Agreement (Avocent Corp)
Agreements and Covenants. Parent and Merger Sub 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 2 contracts
Samples: Merger Agreement (Athenahealth Inc), Merger Agreement (Epocrates Inc)
Agreements and Covenants. Each of Parent and Merger the Sub 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 each of them on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Headwaters Inc), Merger Agreement (Isg Resources Inc)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Aegion Corp)
Agreements and Covenants. Parent Parent, Midco and Merger Sub 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 them at or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Chen Chris Shuning), Merger Agreement (Pactera Technology International Ltd.)
Agreements and Covenants. Parent and Merger Sub 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 before the Effective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Tangible Asset Galleries Inc), Merger Agreement (Tangible Asset Galleries Inc)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed on behalf of Parent and Merger Sub by an authorized officer of Parent and Merger Sub.
Appears in 2 contracts
Samples: Merger Agreement (Tanox Inc), Merger Agreement (Genentech Inc)
Agreements and Covenants. Parent and Merger Sub 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.
Appears in 2 contracts
Samples: Merger Agreement (Cap Gemini Sa), Merger Agreement (Kanbay International Inc)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed by the President and the Chief Financial Officer of Parent; (c)
Appears in 2 contracts
Samples: Merger Agreement (American Medical Response Inc), Merger Agreement (New Stat Healthcare Inc)
Agreements and Covenants. Parent and Merger Sub MergerSub 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.; and
Appears in 2 contracts
Samples: Merger Agreement (Physicians Formula Holdings, Inc.), Merger Agreement (Physicians Formula Holdings, Inc.)
Agreements and Covenants. Parent and Merger Sub 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. Parent and Merger Sub shall have performed or complied compiled 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, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc)
Agreements and Covenants. Parent, Parent LP and Merger Sub 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 (Thomas Properties Group Inc), Merger Agreement (Parkway Properties Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, 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, including, without limitation, the resignation from the Board of Directors of Parent of those persons currently on the Board of Directors of Parent who are not named as directors following the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Merger Agreement (FlatWorld Acquisition Corp.)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate of an officer of Parent to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Viacom Inc), Merger Agreement (Viacom Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects materials respect 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, and the Company shall have received a certificate to the foregoing effect signed by the President and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Mastering Inc), Merger Agreement (Platinum Technology Inc)
Agreements and Covenants. Parent and Merger Sub shall in all material respects 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 them on or prior to the Effective Time., and the Company and Shareholders shall have received a certificate of Parent and Merger Sub to such effect signed by the Chief Executive Officer or President of Merger Sub;
Appears in 2 contracts
Samples: Merger Agreement (Ivoice, Inc /De), Merger Agreement (Thomas Pharmaceuticals, Ltd.)
Agreements and Covenants. Mx. Xxx, Parent and Merger Sub MergerSub 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 Time.
Appears in 2 contracts
Samples: Merger Agreement (Dragon Pharmaceutical Inc), Merger Agreement (Dragon Pharmaceutical Inc)
Agreements and Covenants. Parent and Merger Sub 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 (RMR Industrials, Inc.), Merger Agreement (RMR Industrials, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, 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 2 contracts
Samples: Merger Agreement (Amcomp Inc /Fl), Merger Agreement (Employers Holdings, Inc.)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed by the President and Chief Financial Officer of Parent;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (E Tek Dynamics Inc), Merger Agreement (National Media Corp)
Agreements and Covenants. Parent and Merger Sub 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 on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Samples: Merger Agreement (Tween Brands, Inc.), Merger Agreement (Dress Barn Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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 2 contracts
Samples: Merger Agreement (RDA Microelectronics, Inc.), Merger Agreement (Spreadtrum Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall each 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 (Dgse Companies Inc), Merger Agreement (Superior Galleries Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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, and the Parent Closing Certificate shall include a provision to that effect.
Appears in 2 contracts
Samples: Merger Agreement (Legato Merger Corp. Ii), Merger Agreement (Alpine Acquisition Corp.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied complied, in all material respects 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.Closing;
Appears in 2 contracts
Samples: Merger Agreement (Tutogen Medical Inc), Merger Agreement (Regeneration Technologies Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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. Parent and Merger Sub 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, in each case in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Harmony Merger Corp.)
Agreements and Covenants. Each of Parent and Merger Sub Subsidiary 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: Merger Agreement (Safeguard Scientifics Inc), Merger Agreement (Compucom Systems Inc)
Agreements and Covenants. Parent Each of Parent, Merger Sub and Merger Sub LLC 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 2 contracts
Samples: Merger Agreement (Nicor Inc), Merger Agreement (Agl Resources Inc)
Agreements and Covenants. Parent and Merger Sub 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 or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Epicor Software Corp), Merger Agreement (Aspect Software Group Holdings Ltd.)
Agreements and Covenants. Parent and Merger Sub 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 Parent and Merger Sub on or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Tilray, Inc.), Merger Agreement (Aphria Inc.)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Effective TimeClosing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized signatory of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized signatory of Merger Sub.
Appears in 2 contracts
Samples: Merger Agreement (Usa Technologies Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Informatica Corp), Merger Agreement (Carrier Access Corp)
Agreements and Covenants. Parent and Merger Sub 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: Agreement and Plan of Merger (Abaxis Inc), Merger Agreement (Zoetis Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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.)
