Company’s Performance. All of the covenants and obligations that Company and Seller are required to perform or with which Company and Seller are required to comply pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Company’s Performance. Company shall have performed, in all material respects, its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date.
Company’s Performance. In any situation in which the Company is or may be unable to fulfill any obligation to redeem or pay for any Shares due to the prohibitive provisions of any statute, or due to limitations contained in its articles of incorporation or bylaws, the Company shall use its best efforts to take such action as may be reasonably necessary to enable the Company, if possible, to fulfill such redemption or payment obligation. The actions to be taken shall include, but not be limited to, the reappraisal and revaluation of the total assets, properties and rights of the Company (including accounts receivable and goodwill, if applicable) at their then current fair market value.
Company’s Performance. (a) The covenants and obligations that Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been duly performed and complied with in all material respects, except in each case for failures to perform or comply that would not have a Material Adverse Effect on the Company or the Business, taken as a whole.
(b) Company must have delivered each of the documents required to be delivered by Company pursuant to Section 4.2.
Company’s Performance. All of the covenants and obligations that the Company are required to perform or to comply with pursuant to this Agreement prior to issuing the Shares must have been duly performed and complied with in all material respects.
Company’s Performance. Each of the obligations of the ---------------------- Company to be performed by it on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed or complied with in all material respects by the Closing.
Company’s Performance. 7.2.1. All of the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.
7.2.2. Each of the Transaction Documents and the Ancillary Agreements shall have been duly executed by the Company and shall have been in full force and effect and no party to such document (other than Buyer) shall be in a breach thereof. The Shareholders Agreement shall have been executed by Buyer and The Israel Corporation.
7.2.3. Each document required to be delivered by the Company pursuant to Section 2.5.1 must have been delivered.
Company’s Performance. In addition, the Employee may be entitled, during the term of this Agreement, to receive such additional options, at such exercise prices and other terms, and/or to participate in such other bonus plans, whether during the term of this Agreement or upon termination pursuant to Section 10 hereof, as the Compensation Committee of the Board of Directors of the Company may, in its sole and absolute discretion, determine. In addition to the foregoing, the Employee shall be entitled to receive the stock bonus award and options set forth on Schedule A attached hereto.
Company’s Performance. 23 7.3 CONSENTS....................................................24 7.4 NO MATERIAL ADVERSE EFFECT..................................24 7.5
Company’s Performance. Executive shall prepare and deliver to the Board at least ninety (90) days prior to fiscal year-end a calendarized budget which includes a sales plan on a monthly basis for the next fiscal year indicating how the Company expects to reach the target for that fiscal year (the "Budget"). Executive shall use his best efforts to cause the Company to operate within, in all material respects, the Budget and failure to exercise his best efforts and to not achieve such goals, in all material respects, shall be reason for termination. Failure of the Company to achieve the results reflected in the Budget will not, in and of itself, be deemed a violation by Executive of this Agreement and not constitute an event giving rise to a "for cause" termination.
