Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 134 contracts
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.), Agreement and Plan of Merger (Alphatec Holdings, Inc.), Agreement and Plan of Merger (Veracyte, Inc.)
Performance of Covenants. All of the covenants and obligations in this Agreement that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 45 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fortress Investment Group LLC), Agreement and Plan of Merger (XOOM Corp)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed or complied with in all material respects all of their agreements and covenants required to comply be performed or complied with or to perform by each of them under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsEffective Time.
Appears in 40 contracts
Samples: Agreement and Plan of Merger (SciSparc Ltd.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.)
Performance of Covenants. All of the The covenants and obligations in this Agreement that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 38 contracts
Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 30 contracts
Samples: Agreement and Plan of Merger and Reorganization (Inhale Therapeutic Systems Inc), Agreement and Plan of Merger (Photon Dynamics Inc), Agreement and Plan of Merger (Patient Infosystems Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, of this Agreement required to comply be performed by or complied with or to perform by them at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 23 contracts
Samples: Agreement and Plan of Merger (White River Energy Corp.), Agreement and Plan of Merger (Theralink Technologies, Inc.), Agreement and Plan of Merger (IMAC Holdings, Inc.)
Performance of Covenants. All of the The covenants and obligations in this Agreement that Parent and Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Superior Drilling Products, Inc.), Agreement and Plan of Merger (Drilling Tools International Corp), Agreement and Plan of Merger (Metromile, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by them hereunder.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Metalico Inc), Agreement and Plan of Merger and Reorganization (Romulus Corp.), Agreement and Plan of Merger (On-Air Impact, Inc.)
Performance of Covenants. All of the covenants Each covenant and obligations obligation that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger (Manchester Technologies Inc)
Performance of Covenants. All of the The covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Life360, Inc.), Agreement and Plan of Merger (Life360, Inc.), Agreement and Plan of Merger (Pure Storage, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing Date shall have been complied with and performed in all material respects.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Gray Television Inc), Escrow Agreement (Resmed Inc), Agreement and Plan of Merger (WEB.COM Group, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been each complied with and performed in all material respectsrespects all of their respective covenants under this Agreement required to be complied with or performed by either of them at or prior to the Closing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Quality Systems, Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed in all material respects all obligations and complied in all material respects with the agreements and covenants, of this Agreement required to comply be performed by or complied with or to perform by them at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (FaZe Holdings Inc.), Agreement and Plan of Merger (GameSquare Holdings, Inc.), First Amended and Restated Agreement and Plan of Merger (FISION Corp)
Performance of Covenants. All of the covenants Parent, Merger Sub, and obligations that Parent and Second Merger Sub are shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, of this Agreement required to comply be performed by or complied with or to perform by them at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)
Performance of Covenants. All Each of the covenants and obligations that Parent and or Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Vertex Pharmaceuticals Inc / Ma)
Performance of Covenants. All of the covenants and obligations that Parent and Parent, Merger Sub and LLC are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (St. Bernard Software, Inc.), Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc), Agreement and Plan of Merger and Reorganization (Med-Design Corp)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing pursuant to this Agreement shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ashford Com Inc), Agreement and Plan of Merger and Reorganization (Global Sports Inc), Agreement and Plan of Merger and Reorganization (Global Sports Inc)
Performance of Covenants. All of the covenants and obligations in this Agreement that Parent and or Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger And (Skinvisible Inc), Voting Agreement (Inotek Pharmaceuticals Corp), Agreement and Plan of Merger (Telik Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Acquisition Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all covenants and agreements required to performed or complied with by them under this Agreement at or prior to the Charter Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP Inc.)
Performance of Covenants. All of the The covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing under the Agreement shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Indie Semiconductor, Inc.), Agreement and Plan of Merger and Stock Purchase Agreement (RealPage, Inc.), Agreement and Plan of Merger (Ca, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent Parent, Purchaser and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Perion Network Ltd.), Agreement and Plan of Merger (Perion Network Ltd.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed and complied with all agreements and covenants in this Agreement required to comply be performed by or complied with or to perform by them at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPAR Group, Inc.), Agreement and Plan of Merger (SPAR Group, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub MergerSub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Pixelworks Inc), Agreement and Plan of Merger (Invitrogen Corp)
Performance of Covenants. All of the covenants and obligations in this Agreement that Parent and Merger Sub Subs are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mikohn Gaming Corp), Agreement and Plan of Merger and Reorganization (Virtgame Com Corp)
Performance of Covenants. All of the covenants and obligations in this Agreement that Parent and Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.), Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.)
Performance of Covenants. All of the covenants and obligations that required to be performed by Parent and Merger Sub are required to comply with or to perform at or prior before the Closing pursuant to the Closing terms of this Agreement shall have been complied with and performed in all material respectsduly performed.
Appears in 2 contracts
Samples: Agreement and Plan (Remec Inc), Agreement and Plan (Remec Inc)
Performance of Covenants. All of the The covenants and obligations in this Agreement that Parent and or Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EchoStar CORP), Agreement and Plan of Merger (DISH Network CORP)
Performance of Covenants. All Each and all of the covenants and obligations that agreements of Parent and Merger Sub are required herein to comply be performed or complied with or to perform at or prior to or on the Closing Date shall have been performed or complied with and performed in all material respectsrespects by Parent and Merger Sub, respectively.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (NightHawk Radiology Holdings Inc), Agreement and Plan of Reorganization (Omeros Corp)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been each complied with and performed in all material respectsrespects all of their respective material covenants under this Agreement required to be complied with or performed by either of them at or prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Amgen Inc)
Performance of Covenants. All of the covenants and obligations that Parent and or Merger Sub are shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to comply be performed or complied with by Parent or to perform Merger Sub at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rf Micro Devices Inc), Agreement and Plan of Merger and Reorganization (Sirenza Microdevices Inc)
Performance of Covenants. All of the covenants and obligations in this Agreement that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nevaeh Enterprises Ltd.), Agreement and Plan of Merger and Reorganization (Tres Estrellas Enterprises, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent Parent, Merger Sub I and Merger Sub II are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects; provided, that, the obligations of Parent pursuant to the first sentence of Section 1.11(a) shall have been complied with and performed in all respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.)
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to comply be performed or complied with or to perform at or by it prior to the Closing shall have been complied with and performed in all material respects.Effective Time; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (FGX International Holdings LTD)
Performance of Covenants. All (a) Each of the covenants and obligations in this Agreement that either Parent and or Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flex Pharma, Inc.), Agreement and Plan of Merger
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to comply be performed or complied with or to perform at or by it prior to the Closing shall have been complied with and performed Effective Time, including delivery of all of the documents set forth in all material respects.sub-paragraph (b) of this Section 7.2; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shamir Optica Holdings A.C.S. Ltd.), Agreement and Plan of Merger (Essilor International /Fi)
Performance of Covenants. All Each of the covenants and obligations in this Agreement that Parent and or Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CarLotz, Inc.), Agreement and Plan of Merger (Shift Technologies, Inc.)
Performance of Covenants. All Each of the covenants and obligations set forth herein that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan (Applied Micro Circuits Corp), Agreement and Plan (Applied Micro Circuits Corp)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Acquisition Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all covenants and agreements required to performed or complied with by them under this Agreement at or prior to the Exchange Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Performance of Covenants. All of the covenants and obligations Each covenant or obligation that Parent and or Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are shall have performed and complied in all material respects with all of its covenants and agreements required to comply be performed or complied with or to perform at or by it under this Agreement prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPX Technologies, Inc.), Agreement and Plan of Merger (Methode Electronics Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Share Purchase Agreement (Elbit Vision Systems LTD), Share Purchase Agreement (Terayon Communication Systems)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are Subs shall have performed or complied with in all material respects all of their agreements and covenants required to comply be performed or complied with or to perform by each of them under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsFirst Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (ARCA Biopharma, Inc.), Agreement and Plan of Merger and Reorganization (Pulmatrix, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall must have been complied with and performed in all material respectsrespects all of its respective covenants under this Agreement required to be complied with or performed by Parent and Merger Sub, as applicable, at or prior to the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BIO-TECHNE Corp), Agreement and Plan of Merger (Techne Corp /Mn/)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub Subs are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yelp Inc), Escrow Agreement (Graphon Corp/De)
Performance of Covenants. All of the The covenants and obligations or agreements that Parent and Merger Acquisition Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altera Corp), Agreement and Plan of Merger (Intel Corp)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing Effective Time shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement of Merger (Mellanox Technologies, Ltd.), Agreement of Merger (Ezchip Semiconductor LTD)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing Date shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accrue Software Inc), Agreement and Plan of Merger (Accrue Software Inc)
Performance of Covenants. All Each of the covenants and obligations set forth herein that Parent and or Merger Sub are Sub, as applicable, is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.), Voting Agreement (Endologix Inc /De/)
Performance of Covenants. All of the covenants and obligations that Parent and or Merger Sub are is required to comply with or to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Merger and Reorganization (Pharmacopeia Inc), Agreement and Plan of Merger And (Pharmacopeia Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed or complied with in all material respects all agreements and covenants required to comply be performed or complied with or to perform by each of them under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.Effective Time. 8.3
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.)
Performance of Covenants. All Each of the covenants and obligations in this Agreement that Parent, Parent and Holdco, Corporate Merger Sub are or LLC Merger Sub, as applicable, is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Select Energy Services, Inc.)
Performance of Covenants. All of the The covenants and obligations in this Agreement that Parent and or Merger Sub are Sub, as applicable, is required to comply with or to perform at or prior to the Closing Date shall have been complied with and or performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seventy Seven Energy Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to comply be performed or complied with or to perform at by Parent and Merger Sub on or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Placeware Inc)
Performance of Covenants. All Each of the covenants and obligations that Parent and or Merger Sub are is required to comply with or to perform at or prior to the Closing Date shall have been complied with or performed, and performed in all material respectsParent shall have provided Company with a certificate from an executive officer of Parent to this effect.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been performed and complied with and performed in all material respects.respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by Parent or Merger Sub prior to or on the Closing Date;
Appears in 1 contract
Performance of Covenants. All Each of the Merger Sub and Parent will have performed and complied with, in all material respects, all covenants and obligations that Parent and Merger Sub are agreements required by this Agreement to comply be performed or complied with or to perform at by such Party on or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Everyday Health, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed and complied with, in all material respects, all of their covenants and agreements required by this Agreement to comply with be performed and satisfied by Parent or to perform Merger Sub at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, in this Agreement required to comply be performed by or complied with or to perform by them at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)
Performance of Covenants. All of the covenants and obligations that Parent and the Merger Sub are Subs shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, of this Agreement required to comply be performed by or complied with or to perform by it at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Command Center, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, of this Agreement required to comply be performed by or complied with or to perform by them at or prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 1 contract
Performance of Covenants. All of the The covenants and obligations that Parent and Merger Sub Purchaser are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and each Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Affiliate Agreement (Ebay Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed or complied in all material respects with all covenants, agreements and obligations required by this Agreement to comply be performed or complied with by Parent or to perform at Merger Sub on or prior to the Closing shall have been complied with and performed in all material respects.Date. 47
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Systems Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub Subs are required to comply with or to perform at or prior to the Closing pursuant to this Agreement shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Borland Software Corp)
Performance of Covenants. All of the covenants and obligations that Parent and or the Merger Sub are required to perform or comply with under this Agreement on or to perform at or prior to before the Closing Date shall have been duly performed and complied with and performed in all material respects.respects (with materiality being measured individually and on an aggregate basis with respect to all breaches of covenants and obligations);
Appears in 1 contract
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are shall have performed and complied with in all material respects all of its covenants and agreements required to comply be performed or complied with or to perform at or by it under this Agreement prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 1 contract
Samples: Merger Agreement (DST Systems Inc)
Performance of Covenants. All Each of the covenants and obligations set forth herein that Parent and Merger Sub are or Purchaser, as applicable, is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed and complied with, or shall cause the performance of and compliance with, in all material respects all of its covenants and agreements required to comply be performed or complied with or to perform at or by Parent and Merger Sub under this Agreement prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed and complied with all covenants and agreements contained herein required to comply be performed or complied with or to perform by them at or prior to before the Closing shall have been complied with and performed in all material respectsDate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Financial Performance Corp)
Performance of Covenants. All Each of the covenants and obligations that Parent and or Merger Sub are Sub, as applicable, is required to comply with or to perform at or prior to the Closing Date shall have been complied with and or performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rent a Center Inc De)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed and complied in all material respects with all agreements and covenants required to comply be performed or complied with or to perform by them under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been has complied with and performed in all material respectsrespects all of its respective covenants under this Agreement required to be complied with or performed by Parent and Merger Sub, as applicable, at or prior to the Closing.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall will have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Performance of Covenants. All of the The covenants and obligations that Parent Parent, Intermediate Sub and Merger Sub are required to comply with or to perform at or prior to the Closing under the Agreement shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Century Therapeutics, Inc.)
Performance of Covenants. All of the covenants and obligations Each covenant or obligation contained in this Agreement that Parent and Merger or Acquisition Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been duly performed and complied with and performed in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Transaction Documents to be performed or complied with by them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects; provided, that, the obligations of Parent pursuant to the second sentence of Section 1.8(a) and the first sentence of Section 1.11(a) shall have been complied with and performed in all respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required, under this Agreement, to comply be performed by or complied with or to perform by them at or prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. All Each of Parent and the Merger Subs shall have performed the covenants and obligations that Parent and Merger Sub are required in this Agreement to comply with or to perform at or be performed by it prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are is required to comply with or to perform at or prior to the Closing shall (considered collectively), and each of such covenants and obligations (considered individually), will have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. All of the The covenants and obligations agreements that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at as of or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hammons John Q Hotels Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed and complied in all material respects with all agreements and covenants required to comply be performed or complied with or to perform by Parent and Merger Sub under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Snap Interactive, Inc)
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are required shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required, under this Agreement, to comply be performed or complied with or to perform by it at or prior to the Closing shall have been complied with and performed in all material respectsEffective Time.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the 52 Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al)
Performance of Covenants. All of the covenants and obligations that Parent and or each Merger Sub are is required to comply with or to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Advance Paradigm Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall each have performed or complied with in all material respects all of their respective agreements and covenants required to comply be performed or complied with or to perform by each of them under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Performance of Covenants. All Each of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations ------------------------ that Parent and Merger Sub MergerCo are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Usa Talks Com Inc)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been each duly performed and complied with and performed in all material respectsrespects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub Subs are required to comply with or to perform at or prior to the Closing pursuant to this Agreement shall have been complied with and performed in all material respects.. 8.3
Appears in 1 contract
Performance of Covenants. All Each of the covenants and obligations in this Agreement that Parent and or Merger Sub are Sub, as applicable, is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frank's International N.V.)
Performance of Covenants. All of the obligations, covenants and obligations that agreements with which Parent and or Merger Sub are is required to comply with or that Parent or Merger Sub is required to perform pursuant to this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Knova Software, Inc.)
Performance of Covenants. All of the Parent and Sub shall have complied in all material respects with or performed in all material respects all agreements, covenants and obligations that Parent and Merger Sub are required conditions on their part to comply be performed or complied with or to perform at on or prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations Each covenant or agreement that Parent and Merger Acquisition Sub are is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Keurig Green Mountain, Inc.)
Performance of Covenants. All of the The covenants and obligations in this Agreement that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.. 7.3
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Performance of Covenants. All The Merger Sub and the Parent shall have performed in all material respects all of the covenants and obligations that Parent and Merger Sub are agreements required to comply with or be performed by them pursuant to perform at the Transaction Documents on or prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub are shall have performed or complied with in all material respects all agreements and covenants required to comply be performed or complied with or to perform by each of them under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.)
