Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to the Closing.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Reorganization (FireEye, Inc.)
Covenants. The Each of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to the Closingrespects.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Neumora Therapeutics, Inc.), Agreement and Plan of Merger (Neumora Therapeutics, Inc.), Agreement and Plan of Merger (Hemisphere Media Group, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it at or prior to the Closing.
Appears in 15 contracts
Samples: Stock Purchase Agreement (Libman Brian L), Stock Purchase Agreement (Blackstone Holdings III L.P.), Registration Rights Agreement (Upland Software, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under required by this Agreement required to be performed and complied with by the Company prior to the ClosingEffective Date.
Appears in 15 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Covenants. The Company shall have performed performed, satisfied and complied in all material respects with all covenants covenants, agreements and obligations under conditions required by this Agreement required to be performed and performed, satisfied or complied with by the Company at or prior to the ClosingClosing Date.
Appears in 14 contracts
Samples: Warrant Exchange Agreement, Convertible Preferred Stock Exchange Agreement (MICT, Inc.), Convertible Preferred Stock Exchange Agreement (MICT, Inc.)
Covenants. The Company shall have performed performed, satisfied and complied in all material respects with all covenants the covenants, agreements and obligations under this Agreement conditions required to be performed and performed, satisfied or complied with by the Company at or prior to the ClosingClosing Date.
Appears in 12 contracts
Samples: Securities Purchase Agreement (MGT Capital Investments, Inc.), Securities Purchase Agreement (MGT Capital Investments Inc), Securities Purchase Agreement (Players Network)
Covenants. The Company shall have performed and complied in all material respects with all covenants covenants, agreements and obligations under this Agreement required to be performed and complied with by of the Company prior to the Closingcontained in this Agreement.
Appears in 12 contracts
Samples: Subscription Agreement (Golden Minerals Co), Subscription Agreement (Golden Minerals Co), Subscription Agreement (Sentient Global Resources Fund IV, L.P.)
Covenants. The Company shall have performed and complied in all material respects with all of its covenants and obligations under agreements contained in this Agreement and in any other Transaction Agreement required to be performed and or complied with by the Company on or prior to the ClosingClosing Date.
Appears in 12 contracts
Samples: Securities Purchase and Debt Conversion Agreement (Barnes & Noble Education, Inc.), Securities Purchase and Debt Conversion Agreement (Immersion Corp), Registration Rights Agreement
Covenants. The Company shall have performed and or complied in all material respects with all covenants covenants, agreements and obligations under conditions contained in this Agreement required to be performed and or complied with by the Company on or prior to the ClosingClosing in all material respects.
Appears in 9 contracts
Samples: Common Stock and Warrant Purchase Agreement (ESS Tech, Inc.), Stock Purchase Agreement, Stock Purchase Agreement (OptimizeRx Corp)
Covenants. The covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to the Closingrespects.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Model N, Inc.), Agreement and Plan of Merger (Skillz Inc.), Agreement and Plan of Merger (Okta, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants covenants, obligations and obligations under agreements of this Agreement required to be performed and complied with by the Company at or prior to the Closing.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Mesa Laboratories Inc /Co/), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger
Covenants. The Company shall have performed and complied in all material respects with all of its respective covenants and obligations under agreements contained in this Agreement required and in any other document delivered pursuant to be performed and complied with by this Agreement (including in any Transaction Agreement) through the Company prior to the ClosingClosing Date.
Appears in 7 contracts
Samples: Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Trinity Place Holdings Inc.)
Covenants. The Company shall have performed and or complied in all material respects with all covenants covenants, agreements and obligations under conditions contained in this Agreement required to be performed and or complied with by the Company on or prior to the Closingdate hereof.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Immix Biopharma, Inc.), Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.), Securities Purchase Agreement (Cardiff Oncology, Inc.)
Covenants. The Company shall have performed and complied with all of its covenants hereunder in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to through the Closing.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Popmail Com Inc), Agreement and Plan of Reorganization (Infospace Com Inc), Agreement and Plan of Reorganization (Infospace Com Inc)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to or as of the Closing.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Fusion-Io, Inc.), Agreement and Plan of Merger And (Network Appliance Inc), Agreement and Plan of Merger and Reorganization (Planar Systems Inc)
Covenants. The Company shall have performed and has complied with or performed, in all material respects with all covenants respects, the covenants, obligations and obligations agreements of the Company under this Agreement required to be performed and complied with or performed by the Company it prior to the Closing.Effective Time;
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Itamar Medical Ltd.), Agreement and Plan of Merger, Agreement and Plan of Merger (Nvidia Corp)
Covenants. The Company shall have performed and complied in all material respects with all covenants and its obligations under the terms of this Agreement required to be performed and complied with by the Company prior to the ClosingAgreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Eagle Merger Corp), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (HFS Inc)
Covenants. The Company shall, in all material respects, have performed and complied with each of the covenants, obligations and agreements contained in this Agreement and the Collateral Documents that are to be performed or complied with by them at or prior to Closing. The Company shall have performed and complied in all material respects with all covenants and obligations under this Agreement required delivered to be performed and complied with by a certificate dated the Company prior Closing Date to the Closingforegoing effect.
Appears in 5 contracts
Samples: Share Exchange Agreement (Pawnbrokers Exchange Inc), Agreement and Plan of Merger (Highway One Oweb Inc), Share Exchange Agreement (Medstretch Inc)
Covenants. The Company shall have performed in all material respects all obligations and complied in all material respects with all covenants and obligations under required by this Agreement required to be performed and or complied with by the Company it at or prior to the ClosingClosing Date.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Nashua Corp), Agreement of Merger (Fieldstone Investment Corp), Agreement of Merger (Cenveo, Inc)
Covenants. The Company shall have performed and or complied in all material respects with all covenants covenants, agreements and obligations under conditions contained in this Agreement required to be performed and or complied with by the Company on or prior to the Closing.
Appears in 5 contracts
Samples: Note Purchase Agreement (T Stamp Inc), Note Purchase Agreement (Clean Energy Fuels Corp.), Note Purchase Agreement (Clean Energy Fuels Corp.)
Covenants. The Company shall have performed and complied in all material respects with all agreements and covenants and obligations under required by this Agreement required to be performed and or complied with by the Company it at or prior to the Closing.;
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc), Agreement and Plan of Merger (Tumi Holdings, Inc.)
Covenants. The Company shall Corporation will have performed and or complied in all material respects with all covenants covenants, agreements and obligations under conditions contained in this Agreement required to be performed and or complied with by the Company Corporation on or prior to the Closing.
Appears in 5 contracts
Samples: Licensing and Collaboration Agreement (Zymeworks Inc.), Licensing and Collaboration Agreement (Zymeworks Inc.), Subscription Agreement (Zymeworks Inc.)
Covenants. The Company shall have performed and complied with all of its covenants and agreements contained in this Agreement and in any other document delivered pursuant to this Agreement (including in any Transaction Agreement) in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by through the Company prior to the ClosingClosing Date.
Appears in 5 contracts
Samples: Equity Purchase and Commitment Agreement, Equity Purchase and Commitment Agreement, Equity Purchase and Commitment Agreement
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it at or prior to the Closing.. (c)
Appears in 4 contracts
Samples: Stock Purchase Agreement (Finance of America Companies Inc.), Stock Purchase Agreement (Finance of America Companies Inc.), Investment Agreement (Redwire Corp)
Covenants. (a) The Company shall have performed and complied in all material respects with all of its covenants and obligations required under this Agreement required at or before the Closing (to be performed and complied with the extent that such covenants require performance by the Company prior to before the Closing).
Appears in 4 contracts
Samples: Stock Purchase Agreement (Revelyst, Inc.), Stock Purchase Agreement (Outdoor Products Spinco Inc.), Stock Purchase Agreement (Outdoor Products Spinco Inc.)
Covenants. The Company shall have performed and or complied in all material respects with all covenants and obligations under conditions contained in this Agreement required to be performed and or complied with by the Company on or prior to the ClosingClosing in all material respects.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement, Series B Preferred Stock Purchase Agreement (PogoTec, Inc.), Preferred Stock Purchase Agreement (PogoTec, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants covenants, agreements and obligations under this Agreement herein required to be performed and complied with by the Company at or prior to the Closing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alteryx, Inc.), Agreement and Plan of Merger (Castle Biosciences Inc), Agreement and Plan of Merger (Castle Biosciences Inc)
Covenants. The Company and the Stockholders shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company and the Stockholders prior to the Closing.
Appears in 4 contracts
Samples: Share Exchange Agreement (PV Nano Cell, Ltd.), Share Exchange Agreement (Motus GI Holdings, Inc.), Share Exchange Agreement (PV Nano Cell, Ltd.)
Covenants. The Company and its Subsidiaries shall have performed and complied complied, in all material respects respects, with all of their respective covenants and obligations under agreements contained in this Agreement required to be performed and complied with that contemplate, by the Company their terms, performance or compliance prior to the ClosingClosing Date.
Appears in 4 contracts
Samples: Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/)
Covenants. The Company shall have performed in all material respects all obligations and complied in all material respects with all covenants and obligations under required by this Agreement required to be performed and or complied with by the Company it at or prior to the ClosingClosing Date.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (MEDecision, Inc.), Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (Oilgear Co)
Covenants. The Company shall have performed and or complied in with all material respects with all obligations, agreements and covenants and obligations under required by this Agreement required to be performed and or complied with by it (including without limitation the Company prior not having entered into any definitive agreement or any agreement in principle with any Person with respect to a Takeover Proposal or similar business combination with the ClosingCompany in violation of Section 5.2).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Benthos Inc)
Covenants. The Company shall have performed and or complied in all material respects with all obligations and covenants and obligations under required by this Agreement required to be performed and or complied with by the Company prior to on or before the ClosingEffective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc)
Covenants. The Company shall have performed performed, satisfied and complied in all material respects with all covenants the covenants, agreements and obligations under conditions required by this Agreement required and the other Transaction Documents to be performed and performed, satisfied or complied with by the Company at or prior to the Closing.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Ninteenth Investment Co LLC), Common Stock Purchase Agreement (NextDecade Corp.), Common Stock Purchase Agreement (NextDecade Corp.)
Covenants. The Company shall have performed and or complied in all material respects with all agreements and covenants and obligations under required by this Agreement required to be performed and or complied with by the Company it on or prior to the ClosingClosing Date, and Parent shall have received a certificate of the President of the Company to that effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (K N Energy Inc), Agreement and Plan of Merger (Kinder Richard D)
Covenants. The Company COMPANY shall have performed and complied with all of its covenants hereunder in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to through the Closing.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Video Update Inc), Agreement and Plan of Merger (Moovies Inc), Agreement and Plan of Merger (Barbers Hairstyling for Men & Women Inc)
Covenants. The Company shall have performed and complied in all material respects with all each of its covenants and obligations under this Agreement required to be performed and complied with by the Company it under this Agreement at or prior to the ClosingClosing Date.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Assisted Living Concepts Inc), Agreement and Plan of Merger (Gannett Co., Inc.)
Covenants. The Company shall have performed and or complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it prior to the Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sirius Xm Holdings Inc.), Agreement and Plan of Merger (Polaris Industries Inc/Mn), Agreement and Plan of Merger (Teleflex Inc)
Covenants. The Company shall have performed and or complied in all material respects with all covenants covenants, agreements and obligations under conditions contained in this Agreement required to be performed and or complied with by the Company on or prior to the Closing.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Cinedigm Digital Cinema Corp.), Common Stock Purchase Agreement (Enterprise Networks Holdings, Inc.), Common Stock Purchase Agreement (inContact, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants of its covenants, obligations and obligations under this Agreement conditions hereunder required to be performed and complied with by the Company it at or prior to the Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (K12 Inc), Agreement and Plan of Merger (Liveperson Inc), Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all of its respective covenants and obligations under agreements contained in this Agreement required and in any other document delivered pursuant to be performed and complied with by this Agreement (including in any Transaction Agreement) through the Company prior to the ClosingClosing Date.
Appears in 3 contracts
Samples: Equity Purchase and Commitment Agreement (Hli Operating Co Inc), Equity Purchase and Commitment Agreement (Hli Operating Co Inc), Equity Purchase and Commitment Agreement (Hli Operating Co Inc)
Covenants. The Company shall have performed and complied in all material respects with all covenants obligations and obligations under agreements required in this Agreement required to be performed and or complied with by the Company it prior to the ClosingClosing Date.
Appears in 3 contracts
Samples: Backstop Agreement (CHC Group Ltd.), Backstop Agreement (CHC Group Ltd.), Backstop Agreement (Erickson Inc.)
Covenants. The Company, on behalf of itself and the other Company Parties, shall have performed and complied complied, in all material respects respects, with all of its respective covenants and obligations under agreements contained in this Agreement required to be performed and complied with that contemplate, by the Company their terms, performance or compliance prior to the ClosingEffective Date.
Appears in 3 contracts
Samples: Credit Agreement (Gulfport Energy Corp), Joinder Agreement (Halcon Resources Corp), Backstop Commitment Agreement
Covenants. The Company shall have performed performed, satisfied and complied in all material respects with all covenants covenants, agreements and obligations under this Agreement conditions required by the Transaction Documents to be performed and performed, satisfied or complied with by the Company it at or prior to the Closing.;
Appears in 3 contracts
Samples: Registration Rights Agreement (GTX Inc /De/), Stock Purchase Agreement (Foxhollow Technologies, Inc.), Stock Purchase Agreement (Merck & Co Inc)
Covenants. The Company shall have performed and complied have, in all material respects respects, performed all obligations and complied with all covenants and obligations under this Agreement required hereunder to be performed and complied with by the Company it at or prior to the Closing, and a duly authorized officer of the Company shall certify in writing such performance.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement, Common Stock Purchase Agreement (Keurig Green Mountain, Inc.), Common Stock Purchase Agreement (Green Mountain Coffee Roasters Inc)
Covenants. The Company shall have performed and complied in all material respects with all other covenants and obligations under this Agreement required to be performed and complied with by the Company it prior to the or at such Exchange Closing.;
Appears in 3 contracts
Samples: Exchange Agreement (Liberty Broadband Corp), Exchange Agreement (Liberty Media Corp), Exchange Agreement (Malone John C)
Covenants. The Company shall have performed and or complied in all material respects with all covenants covenants, agreements and obligations under conditions contained in this Agreement required to be performed and or complied with by the Company on or prior to the Closingdate of this Agreement in all material respects.
Appears in 3 contracts
Samples: Common Stock Option Agreement (RMG Acquisition Corp. III), Common Stock Option Agreement (RMG Acquisition Corp. III), Common Stock Option Agreement (RMG Acquisition Corp. III)
Covenants. The Company shall have performed and complied with all of its covenants hereunder in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to through the Closing.;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intersearch Group Inc), Agreement and Plan of Merger (Intersearch Group Inc), Agreement and Plan of Merger (Intersearch Group Inc)
Covenants. The Company shall have performed and complied in all material respects with all covenants obligations and obligations under agreements required in this Agreement required to be performed and or complied with by the Company it prior to the ClosingPlan Effective Date.
Appears in 3 contracts
Samples: Restructuring Support Agreement (Pioneer Energy Services Corp), Backstop Commitment Agreement (Pioneer Energy Services Corp), Backstop Agreement (Forbes Energy Services Ltd.)
Covenants. The Company shall have performed and complied in all material respects with all of its agreements and covenants and obligations under required by this Agreement required to be performed and or complied with by the Company it at or prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (Amtrust Financial Services, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants agreements and obligations under conditions required by this Agreement required to be performed and or complied with by the Company it prior to or on the ClosingFirst Closing Date.
Appears in 2 contracts
Samples: Investment Agreement (TBS International PLC), Stockholders Agreement (Standard Pacific Corp /De/)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under agreements set forth in this Agreement required to be performed and or complied with by the Company it at or prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Purchase Agreement (STRATA Skin Sciences, Inc.), Asset Purchase Agreement (Ra Medical Systems, Inc.)
Covenants. The Company shall have performed and or complied in all material respects with all agreements and covenants and obligations under this Agreement required by the Transaction Documents to be performed and or complied with by it on or before the Company prior to the Second Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Babcock & Wilcox Co), Securities Purchase Agreement (Usec Inc)
Covenants. The Company shall have performed in all material respects the obligations, and complied in all material respects with all covenants the agreements and obligations under this Agreement covenants, required to be performed and by, or complied with by the Company by, it under this Agreement at or prior to the Closing.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Harsco Corp), Asset Purchase Agreement (Chart Industries Inc)
Covenants. The Company shall have performed in all material respects all obligations, and shall have complied in all material respects with all agreements and covenants and obligations of the Company to be performed or complied with by it under this Agreement required (including the covenants contained in Section 6.12), and Buyer shall have received a certificate from the Company’s President to be performed and complied with by the Company prior to the Closingsuch effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Plug Power Inc), Stock Purchase Agreement (Smart Hydrogen Inc)
Covenants. The Company shall have performed performed, satisfied and complied in all material respects with all covenants the covenants, agreements and obligations under conditions required by this Agreement required and the other Transaction Documents to be performed and performed, satisfied or complied with by the Company at or prior to the each Closing.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (NextDecade Corp.), Common Stock Purchase Agreement (TotalEnergies SE)
Covenants. The Company shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement required to be performed and complied with by the Company it under this Agreement at or prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blackline, Inc.), Agreement and Plan of Merger (Blackline, Inc.)
Covenants. The Company Each of the Companies and the Shareholders shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company each of them prior to or at the Closing.
Appears in 2 contracts
Samples: Employment Agreement (Paravant Computer Systems Inc /Fl/), Employment Agreement (Paravant Computer Systems Inc /Fl/)
Covenants. The Company and the Shareholder shall have performed and complied in all material respects with all covenants and obligations under required by this Agreement required to be performed and complied with by the Company or the Shareholder prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Organization Asset Purchase Agreement (Vision Twenty One Inc), Organization Asset Purchase Agreement (Vision Twenty One Inc)
Covenants. The Company shall have performed and complied complied, in all material respects respects, with all of its covenants and obligations under agreements contained in this Agreement required to be performed and complied with that contemplate, by the Company their terms, performance or compliance prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Backstop Commitment Agreement (Bristow Group Inc), Backstop Commitment Agreement
Covenants. The Company shall have performed and complied in all material respects with all of the covenants and obligations agreements under this Agreement required to be performed and or complied with by the Company such Person on or prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Relay Therapeutics, Inc.), Agreement and Plan of Merger (Exact Sciences Corp)
Covenants. The Company shall, in all material respects, have performed and complied with each of the covenants, obligations and agreements contained in this Agreement and the Collateral Documents that are to be performed or complied with by them at or prior to Closing. The Company shall have performed delivered to IPC and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by Merger Sub a certificate dated the Company prior Closing Date to the Closingforegoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imedia International Inc), Agreement and Plan of Merger Execution (Irvine Pacific Corp)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under this Agreement and any Related Agreement to which the Company is a party required to be performed and complied with by the Company prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Iridex Corp), Asset Purchase Agreement (Iridex Corp)
Covenants. The Company shall have performed and complied in all material respects with all covenants each of the covenants, agreements and obligations under this Agreement herein required to be performed and complied with by the Company at or prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Soundhound Ai, Inc.), Agreement and Plan of Merger (SentinelOne, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all of its covenants and obligations under in this Agreement required that are to be performed and complied with by the Company at or prior to the Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Phillips Van Heusen Corp /De/), Securities Purchase Agreement (Phillips Van Heusen Corp /De/)
Covenants. The Subject to Section 4.8(c) and Section 4.12, the Company shall have performed and complied in all material respects with all covenants covenants, obligations and obligations agreements under this Agreement required to be performed and complied with by the Company at or prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Infor, Inc.)
Covenants. The Company shall have performed in all material respects each of the obligations and complied in all material respects with all each of the covenants and obligations under required by this Agreement required or any other Transaction Document to be performed and or complied with by the Company it on or prior to the ClosingClosing Date. Each Key Person and Company Member shall have performed in all material respects each of the obligations and complied in all material respects with each of the covenants required by this Agreement or any other Transaction Document to be performed or complied with by it on or prior to the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ani Pharmaceuticals Inc), Agreement and Plan of Merger (Ani Pharmaceuticals Inc)
Covenants. The Company shall have performed and complied in all material respects with all of the covenants and obligations under this Agreement agreements required to be performed and complied with by the Company them under this Agreement on or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (NeuroMetrix, Inc.), Asset Purchase Agreement (NeuroMetrix, Inc.)
Covenants. The Company shall have performed and or complied in all material respects with all agreements and covenants and obligations under this Agreement required by the Transaction Documents to be performed and or complied with by it on or before the Company prior to the Third Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Babcock & Wilcox Co), Securities Purchase Agreement (Usec Inc)
Covenants. The Company shall have performed and or complied in all material respects with all obligations, agreements and covenants and obligations under required by this Agreement required to be performed and or complied with by it (including without limitation the Company prior not having entered into any definitive agreement or any agreement in principle with any Person with respect to a Takeover Proposal or similar business combination with the ClosingCompany in violation of Section 5.2).
Appears in 2 contracts
Samples: Shareholder Agreement (Teledyne Technologies Inc), Shareholder Agreement (Bolt Technology Corp)
Covenants. The Company shall will have performed performed, satisfied and complied in all material respects with all covenants covenants, agreements and obligations under conditions required by this Agreement required to be performed and performed, satisfied or complied with by the Company prior to on or before the ClosingClosing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cedar Shopping Centers Inc), Securities Purchase Agreement (Cedar Shopping Centers Inc)
Covenants. The Company shall have performed and complied complied, in all material respects respects, with all its covenants and obligations under agreements contained in this Agreement required to be performed and complied with that contemplate, by the Company their terms, performance or compliance prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Backstop Commitment Agreement, Backstop Commitment Agreement (Chesapeake Energy Corp)
Covenants. The Company shall have performed and or complied in all material respects with all agreements and covenants and obligations under required by this Agreement required to be performed and or complied with by it on or before the Company prior to the First Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Babcock & Wilcox Co), Securities Purchase Agreement (Usec Inc)
Covenants. The Company shall have performed and complied with all of its covenants hereunder that are required to be performed prior to Closing in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior to through the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (PHC Inc /Ma/), Stock Purchase Agreement (PHC Inc /Ma/)
Covenants. The Company shall have performed and complied in all material respects with all of the covenants and obligations under this Agreement agreements required to be performed and complied with by the Company hereunder prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Digital Domain Media Group, Inc.), Convertible Note and Warrant Purchase Agreement (Digital Domain Media Group, Inc.)
Covenants. The Company shall have performed and complied with in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it at or prior to the Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Starr International Co Inc), Securities Purchase Agreement (China MediaExpress Holdings, Inc.)
Covenants. The Company and the Company Shareholders shall, in all material respects, have performed and complied with each of the covenants, obligations and agreements contained in this Agreement and the Collateral Documents that are to be performed or complied with by them at or prior to Closing. The Company shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company prior delivered to the ClosingGlobe and Merger Sub a certificate dated the Closing Date to the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Theglobe Com Inc), Agreement and Plan of Merger (Theglobe Com Inc)
Covenants. The Company shall have performed and complied in all material respects with all covenants covenants, agreements, obligations and obligations under conditions contained in this Agreement that are required to be performed and or complied with by the Company prior to as of or before the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (ACM Research, Inc.), Stock Purchase Agreement (ACM Research, Inc.)
Covenants. The Company and the Shareholders shall have performed and complied in all material respects with all covenants and obligations under required by this Agreement required to be performed and complied with by the Company or the Shareholders, respectively, prior to the ClosingClosing date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aquacell Technologies Inc), Agreement and Plan of Reorganization (Ozone Man, Inc.)
Covenants. The Company shall have performed and complied with or performed, in all material respects with respects, all covenants covenants, obligations and obligations agreements of the Company under this Agreement required to be performed and complied with or performed by the Company it prior to the ClosingEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (McAfee, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all the covenants and obligations under this Agreement required to be performed and or complied with by it under the Company Agreement at or prior to the ClosingClosing and the Company shall have complied with Section 4.1(b)(vii) in all respects other than breaches that are de minimis in amount and nature.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datalink Corp), Agreement and Plan of Merger (Insight Enterprises Inc)
Covenants. The Company shall have performed and complied in all material respects with all of the covenants and obligations under this Agreement required to be performed and complied with by the Company prior under the Purchaser Documents on or before the Closing Date, and the Company shall execute and deliver a certificate to such effect by an officer of the ClosingCompany.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Patel Sanjay H), Securities Purchase Agreement (THCG Inc)
Covenants. The Company shall have complied with or performed and complied in all material respects with all covenants and its obligations under this Agreement required to be performed and complied with or performed by the Company it pursuant to this Agreement at or prior to the Subsequent Closing.
Appears in 2 contracts
Samples: Investment Agreement (Ii-Vi Inc), Investment Agreement (Ii-Vi Inc)
Covenants. The Company shall have performed and or complied in all material respects with all of its agreements, covenants and obligations under this Agreement required to be performed and or complied with by the Company it under this Agreement on or prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Covenants. The Company shall have performed performed, satisfied and complied in all material respects with all covenants the covenants, agreements and obligations under conditions required by this Agreement required to be performed and performed, satisfied or complied with by the Company it on or prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Restructuring and Note Purchase Agreement (Gold Reserve Inc), Restructuring and Note Purchase Agreement (Gold Reserve Inc)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under required by this Agreement required to be performed and or complied with by the Company it at or prior to the Closing.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sibanye Gold LTD), Agreement and Plan of Merger (Stillwater Mining Co /De/)
Covenants. The Company shall have performed and complied in all material respects with all of the covenants and obligations under this Agreement agreements required to be performed and complied with by them under this Agreement before or on the Company prior to the Closing.Closing Date;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sanara MedTech Inc.), Agreement and Plan of Merger (Limelight Networks, Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it prior to or at the Closing.
Appears in 2 contracts
Samples: Investment Agreement (American Interactive Media Inc), Investment Agreement (Americas Shopping Mall Inc)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by it on or before the Company prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Columbia Care Inc.), Agreement and Plan of Merger (Columbia Care Inc.)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by it as of the Company prior to the ClosingClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pegasystems Inc), Agreement and Plan of Merger (Altiris Inc)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it on or prior to the ClosingEffective Date.
Appears in 2 contracts
Samples: Subscription Agreement (Versant International, Inc.), Subscription Agreement (Signature Group Holdings Inc)
Covenants. The Company shall have performed and or complied in all material respects with all covenants covenants, agreements and obligations under conditions contained in this Agreement required to be performed and complied with by the Company on or prior to the Closing.
Appears in 2 contracts
Samples: Senior Redeemable Preferred Stock Purchase Agreement (Tpi Composites, Inc), Redeemable Preferred Stock Purchase Agreement (Tpi Composites, Inc)
Covenants. The Company shall have performed and or complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by of the Company prior to the Closingin this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Colonial Bancgroup Inc), Stock Purchase Agreement (Colonial Bancgroup Inc)
Covenants. The Company shall have performed and complied in all material respects with all other covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it at or prior to the Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (TCV Vi L P), Securities Purchase Agreement (Thestreet Com)
Covenants. The Company shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it at or prior to the Initial Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Array Technologies, Inc.), Subscription Agreement (Ch2m Hill Companies LTD)
Covenants. The Company and the Subsidiaries shall have performed and complied in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by it on or before the Company prior to the Closing.Closing Date; 8.3
Appears in 2 contracts
Samples: Execution Version Agreement and Plan of Merger (PTC Inc.), Execution Version Agreement and Plan of Merger
Covenants. The Company shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and obligations under conditions required by this Agreement required or any Company Transaction Documents to be performed and or complied with by the Company it prior to or at the Closing.
Appears in 1 contract
Covenants. The Company shall will have performed and complied with or performed, in all material respects with respects, all covenants covenants, obligations and obligations agreements of the Company under this Agreement required to be performed and complied with or performed by the Company it prior to the ClosingEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novellus Systems Inc)
Covenants. The Company shall have performed and complied with in all material respects with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it prior to or at the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Time Warner Cable Inc.)
Covenants. The Company shall have performed and complied complied, in all material respects respects, with all covenants and obligations under agreements required by this Agreement required to be performed and or complied with by the Company it prior to or at the ClosingClosing Date.
Appears in 1 contract
Samples: Agreement (Platinum Technology Inc)
Covenants. The Company shall have performed and complied in all material --------- respects with all covenants covenants, agreements, obligations and obligations under conditions contained in this Agreement that are required to be performed and or complied with by the Company prior to it on or before the Closing.
Appears in 1 contract
