Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective Time.
Appears in 40 contracts
Samples: Merger Agreement (SciSparc Ltd.), Merger Agreement (Kintara Therapeutics, Inc.), Merger Agreement (Kintara Therapeutics, Inc.)
Performance of Covenants. The covenants and obligations in this Agreement that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 39 contracts
Samples: Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.), Agreement and Plan of Merger (Lockheed Martin Corp)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 23 contracts
Samples: Merger Agreement (White River Energy Corp.), Merger Agreement (Theralink Technologies, Inc.), Merger Agreement (IMAC Holdings, Inc.)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by each of them under this Agreement at or prior to the Effective Timehereunder.
Appears in 12 contracts
Samples: Merger Agreement (Golden Enterprises Inc), Agreement and Plan of Merger (Metalico Inc), Merger Agreement (Romulus Corp.)
Performance of Covenants. The covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 9 contracts
Samples: Merger Agreement (Life360, Inc.), Merger Agreement (Life360, Inc.), Merger Agreement (Pure Storage, Inc.)
Performance of Covenants. The Parent and Merger Sub shall have ------------------------ performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Shareholders and the Company a certificate to such effect.
Appears in 5 contracts
Samples: Merger Agreement (Group Maintenance America Corp), Merger Agreement (Group Maintenance America Corp), Merger Agreement (Group Maintenance America Corp)
Performance of Covenants. Parent and Merger Sub Subsidiary shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by each of them under this Agreement at or prior to the Effective Timehereunder.
Appears in 4 contracts
Samples: Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Core Resource Management, Inc.)
Performance of Covenants. Parent Parent, Merger Sub, and Second Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 4 contracts
Samples: Merger Agreement (Cerecor Inc.), Merger Agreement (Aevi Genomic Medicine, Inc.), Merger Agreement (Cerecor Inc.)
Performance of Covenants. The Parent and Merger Sub shall have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Shareholders and the Company a certificate to such effect.
Appears in 4 contracts
Samples: Merger Agreement (Group Maintenance America Corp), Merger Agreement (Group Maintenance America Corp), Merger Agreement (Group Maintenance America Corp)
Performance of Covenants. Parent and Merger Sub shall have performed or each complied with and performed in all material respects all of their agreements and respective covenants under this Agreement required to be performed or complied with or performed by each either of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 4 contracts
Samples: Merger Agreement (Merit Medical Systems Inc), Merger Agreement (Quality Systems, Inc), Merger Agreement (Stanley, Inc.)
Performance of Covenants. Each of the covenants and obligations that Parent and or Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants is required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with or performed in all material respects.
Appears in 4 contracts
Samples: Merger Agreement (Manufacturers Services LTD), Merger Agreement (Manufacturers Services LTD), Merger Agreement (Vertex Pharmaceuticals Inc / Ma)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 4 contracts
Samples: Merger Agreement (FaZe Holdings Inc.), Merger Agreement (GameSquare Holdings, Inc.), Merger Agreement (FISION Corp)
Performance of Covenants. All of the covenants and obligations in this Agreement that Parent and or Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants is required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Merger Agreement (Skinvisible Inc), Agreement and Plan of Merger and Reorganization (Inotek Pharmaceuticals Corp), Merger Agreement (Telik Inc)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by each them hereunder, and the Company shall have received a certificate dated the Closing Date and signed on behalf of them under this Agreement at or prior Parent by a senior executive officer of Parent to the Effective Timesuch effect.
Appears in 3 contracts
Samples: Merger Agreement (Emageon Inc), Merger Agreement (Health Systems Solutions Inc), Merger Agreement (Health Systems Solutions Inc)
Performance of Covenants. Parent and Merger Acquisition Sub shall have performed or complied with and performed in all material respects all of their covenants and agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeCharter Closing.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Performance of Covenants. The covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing under the Agreement shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Merger Agreement (Indie Semiconductor, Inc.), Merger Agreement (RealPage, Inc.), Merger Agreement (Ca, Inc.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing pursuant to this Agreement shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Merger Agreement (Global Sports Inc), Merger Agreement (Global Sports Inc), Agreement and Plan of Merger and Reorganization (Ashford Com Inc)
Performance of Covenants. All of the covenants and obligations in this Agreement that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants Subs are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Mikohn Gaming Corp), Merger Agreement (Virtgame Com Corp)
Performance of Covenants. Parent and Merger Acquisition Sub shall have performed or complied with and performed in all material respects all of their covenants and agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeExchange Closing.
Appears in 2 contracts
Samples: Merger Agreement (Rouse Properties, Inc.), Merger Agreement (Brookfield Asset Management Inc.)
Performance of Covenants. Parent, Holdco, Rooster Merger Sub and Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Us Ecology, Inc.), Merger Agreement (NRC Group Holdings Corp.)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeTime shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Ezchip Semiconductor LTD), Merger Agreement (Mellanox Technologies, Ltd.)
Performance of Covenants. Parent and Merger Sub shall have ------------------------ performed or complied with in all material respects with all of their agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement at it on or prior to the Effective Time., and the Company shall have received a certificate of a duly authorized officer of Parent to that effect;
Appears in 2 contracts
Samples: Merger Agreement (Sonicwall Inc), Merger Agreement (Sonicwall Inc)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Skye Bioscience, Inc.), Merger Agreement (Skye Bioscience, Inc.)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeParent and Merger Sub hereunder.
Appears in 2 contracts
Samples: Merger Agreement (K2 Inc), Merger Agreement (Jarden Corp)
Performance of Covenants. Each of the covenants and obligations set forth herein that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement perform at or prior to the Effective TimeClosing shall have been complied with or performed in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Applied Micro Circuits Corp), Merger Agreement (Applied Micro Circuits Corp)
Performance of Covenants. (a) Each of the covenants and obligations in this Agreement that either Parent and or Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants is required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Flex Pharma, Inc.), Merger Agreement
Performance of Covenants. Each of Parent and Merger Sub shall have performed or and complied with in all material respects with all of their its covenants and agreements and covenants required to be performed or complied with by each of them it under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (SPX Technologies, Inc.), Merger Agreement (Methode Electronics Inc)
Performance of Covenants. Parent and Merger Sub shall have performed or each complied with and performed in all material respects all of their agreements and respective material covenants under this Agreement required to be performed or complied with or performed by each either of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Gilead Sciences Inc), Merger Agreement (Amgen Inc)
Performance of Covenants. Each of the Parent and Merger Sub Subsidiary shall have performed or and complied with in all material respects all of their agreements with the covenants and covenants obligations contained in this Agreement required herein to be performed or complied with by each of them under this Agreement at or prior to it between the Effective Timedate hereof and the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rex Energy Corp), Merger Agreement (Markwest Energy Partners L P)
Performance of Covenants. Parent and Merger Sub Subs shall have performed or complied with in all material respects all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the First Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (ARCA Biopharma, Inc.), Merger Agreement (Pulmatrix, Inc.)
Performance of Covenants. Each of the covenants and obligations set forth herein that Parent and or Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants Sub, as applicable, is required to be performed comply with or complied with by each of them under this Agreement perform at or prior to the Effective TimeClosing shall have been complied with or performed in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Nile Therapeutics, Inc.), Merger Agreement (Endologix Inc /De/)
Performance of Covenants. Each of Parent and Merger Sub shall have performed or complied with in all material respects performed all of their agreements obligations and complied with all covenants required by this Agreement to be performed or complied with by each of them under this Agreement at or it prior to the Effective Time.; and
Appears in 2 contracts
Samples: Merger Agreement (Essilor International /Fi), Merger Agreement (FGX International Holdings LTD)
Performance of Covenants. Parent and or Merger Sub shall have performed or complied with in all material respects with all of their agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement Parent or Merger Sub at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Rf Micro Devices Inc), Merger Agreement (Sirenza Microdevices Inc)
Performance of Covenants. All of the covenants that Parent and or Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants is required to be performed comply with or complied with by each of them to perform under this Agreement at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc), Merger Agreement (Pharmacopeia Inc)
Performance of Covenants. Each of the Parent and Merger Sub shall have performed or complied with in all material respects performed all of their agreements obligations and complied with all covenants required by this Agreement to be performed or complied with by each of them under this Agreement at or it prior to the Effective Time., including delivery of all of the documents set forth in sub-paragraph (b) of this Section 7.2; and
Appears in 2 contracts
Samples: Merger Agreement (Essilor International /Fi), Merger Agreement (Shamir Optica Holdings A.C.S. Ltd.)
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with in all material respects all of their agreements and covenants in this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Performance of Covenants. Each and all of the covenants and agreements of Parent and Merger Sub herein to be performed or complied with prior to or on the Closing Date shall have been performed or complied with in all material respects all of their agreements by Parent and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeMerger Sub, respectively.
Appears in 2 contracts
Samples: Merger Agreement (NightHawk Radiology Holdings Inc), Agreement and Plan of Reorganization (Omeros Corp)
Performance of Covenants. Parent and Merger Sub shall must have performed or complied with and performed in all material respects all of their agreements and its respective covenants under this Agreement required to be performed or complied with or performed by each of them under this Agreement Parent and Merger Sub, as applicable, at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (BIO-TECHNE Corp), Merger Agreement (Techne Corp /Mn/)
Performance of Covenants. Parent and Merger Sub shall have performed and complied with, or complied with shall cause the performance of and compliance with, in all material respects all of their its covenants and agreements and covenants required to be performed or complied with by each of them Parent and Merger Sub under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement and Agreement and Plan of Merger (B&G Foods, Inc.)
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with in all material respects all of their covenants and agreements and covenants contained herein required to be performed or complied with by each of them under this Agreement at or prior to before the Effective TimeClosing Date.
Appears in 1 contract
Performance of Covenants. All of the covenants and obligations that Ultimate Parent, Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeMerger Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement of Investment and Merger (Techne Corp /Mn/)
Performance of Covenants. Each of the covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each to perform as of them under this Agreement at or prior to the Effective TimeClosing shall have been complied with or performed in all material respects.
Appears in 1 contract
Performance of Covenants. The Parent and Merger Sub shall ------------------------ have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Shareholder and the Company a certificate to such effect.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date Agreement and Plan of Merger/Page 13 and the Parent and Merger Sub shall have delivered to the Shareholders and the Company a certificate to such effect.
Appears in 1 contract
Performance of Covenants. The Parent and Merger Sub shall have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Shareholders, the Company and Commercial Air a certificate to such effect.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with in all material respects with all of their covenants, obligations and agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement at Parent or Merger Sub prior to or on the Effective Time.Closing Date;
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (High Tide Inc.)
Performance of Covenants. Each of the covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Parent and The Merger Sub and the Parent shall have performed or complied with in all material respects all of their the covenants and agreements and covenants required to be performed or complied with by each of them under this Agreement at pursuant to the Transaction Documents on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (Nice Systems LTD)
Performance of Covenants. All of the covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are each required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Merger Agreement (Verity Inc \De\)
Performance of Covenants. The Parent and the Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.)
Performance of Covenants. Each of Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants required covenants, required, under this Agreement, to be performed or complied with by each of them under this Agreement it at or prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Castle Brands Inc)
Performance of Covenants. Parent and Merger Sub Subs shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, in this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Crexendo, Inc.)
Performance of Covenants. Each of Parent and Merger Sub ------------------------ shall have performed or complied with in all material respects with all of their agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement at it on or prior to the Effective Time., and the Company shall have received a certificate of a duly authorized officer of Parent to that effect;
Appears in 1 contract
Samples: Merger Agreement (Cacheflow Inc)
Performance of Covenants. Each of Parent and the Merger Sub Subsidiary shall have performed or complied with in all material respects all of their terms, covenants and agreements and covenants required to be performed by it or complied with by each of them under this Agreement at or prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Pet Quarters Inc)
Performance of Covenants. The covenants and agreements that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Merger Agreement (Compass Group Diversified Holdings LLC)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of with their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Sesen Bio, Inc.)
Performance of Covenants. Parent and Merger Sub shall have performed or complied with performed, in all material respects respects, all of their obligations and complied, in all material respects, with the agreements and covenants in this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Limeade, Inc)
Performance of Covenants. Parent and Merger Sub shall have performed or performed, in all material respects, all obligations, and complied with in all material respects all of their with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Realnetworks Inc)
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with in all material respects with all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Performance of Covenants. Each of the covenants and obligations that Parent and or Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants Sub, as applicable, is required to be performed comply with or complied with by each of them under this Agreement perform at or prior to the Effective TimeClosing Date shall have been complied with or performed in all material respects.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall will have performed or complied with in all material respects all of their agreements the covenants and covenants obligations required to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Performance of Covenants. The Parent and Merger Sub shall ------------------------ have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Shareholders and the Company a certificate to such effect.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects with all of their covenants, agreements and covenants obligations required by this Agreement to be performed or complied with by each of them under this Agreement at Parent or Merger Sub on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Performance of Covenants. The Parent and Merger Sub shall have ------------------------ performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Shareholder and the Company a certificate to such effect.
Appears in 1 contract
Performance of Covenants. Parent The Parents and Merger Sub shall have performed or and complied with with, in all material respects respects, all of their agreements and covenants required to be performed or complied with by each of them under contained in this Agreement at or prior before the Closing (to the Effective Timeextent that such agreements and covenants require performance by the Parents or Merger Sub at or before the Closing).
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with with, in all material respects respects, all of their agreements agreements, covenants and covenants required conditions contained in this Agreement and each Transaction Document to be performed or complied with by each of them under this Agreement it at or prior before the Closing (to the Effective Timeextent that such agreements, covenants or conditions require performance by Parent or Merger Sub at or before the Closing).
Appears in 1 contract
Performance of Covenants. The Parent and Merger Sub shall have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Shareholder and the Company a certificate to such effect.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with in all material respects all with the covenants and provisions of their agreements and covenants this Agreement required to be performed or complied with by each of them under this Agreement at or prior to it between the Effective Timedate hereof and the Closing.
Appears in 1 contract
Samples: Merger Agreement (Edgar Online Inc)
Performance of Covenants. Parent and Merger Sub shall have complied in all material respects with or performed or complied with in all material respects all of agreements, covenants and conditions on their agreements and covenants required part to be performed or complied with by each of them under this Agreement at on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Performance of Covenants. Parent and the Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement it at or prior to the Effective TimeClosing.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects with all of their agreements and covenants required by this Agreement to be performed by or complied with by each of them under this Agreement at it hereunder on or prior to the Effective Time.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or has complied with and performed in all material respects all of their agreements and its respective covenants under this Agreement required to be performed or complied with or performed by each of them under this Agreement Parent and Merger Sub, as applicable, at or prior to the Effective TimeClosing.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by each them hereunder, and the Company shall have received a certificate signed on behalf of them under this Agreement at or prior Parent by a senior executive officer of Parent to the Effective Timesuch effect.
Appears in 1 contract
Performance of Covenants. The Parent and Merger Sub shall ------------------------ have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall each have delivered to the Shareholders and the Company a certificate to that effect.
Appears in 1 contract
Performance of Covenants. Parent and the Merger Sub Subs shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement it at or prior to the Effective TimeClosing.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub MergerSub shall have performed or and complied with with, in all material respects all of their respects, the agreements and covenants of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (SharpSpring, Inc.)
Performance of Covenants. Parent and Proteon Merger Sub shall have performed or complied with with, in all material respects respects, all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective Time.
Appears in 1 contract
Performance of Covenants. Parent The covenants and obligations that Parent, Intermediate Sub and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing under the Agreement shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each of Parent and Merger Sub MergerCo shall have performed or and complied with in all material respects with all of their agreements the agreements, covenants and covenants conditions required by this Agreement to be performed or and complied with by each of them under this Agreement at or it prior to or on the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (SDL Inc)
Performance of Covenants. Each of the covenants and obligations that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants is required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, in this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
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Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants required to be performed or complied with by each of them under this Agreement and all agreements related to the Bridge Note and the Bridge Warrant at or prior to the Effective TimeTime and given all notices and received all consents contemplated in the Parent Disclosure Schedules.
Appears in 1 contract
Samples: Merger Agreement (BioPharmX Corp)
Performance of Covenants. Parent Parent, Merger Sub and Second Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, of this Agreement required to be performed by or complied with by each of them under this Agreement at or prior to the Effective TimeClosing.
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Performance of Covenants. Parent and Merger Sub shall have duly performed and complied 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 or complied with such agreements, covenants and conditions, as so qualified, in all material respects all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective Timerespects.
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Performance of Covenants. Parent and Each of Merger Sub shall and Parent will have performed or and complied with with, in all material respects respects, all of their covenants and agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement at such Party on or prior to the Effective TimeClosing.
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Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by each of them under this Agreement at or hereunder prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Research Pharmaceutical Services, Inc.)
Performance of Covenants. Parent and Merger Sub shall have performed or and complied with with, in all material respects respects, all of their covenants and agreements and covenants required by this Agreement to be performed and satisfied by Parent or complied with by each of them under this Agreement Merger Sub at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Lifelock, Inc.)
Performance of Covenants. Parent and Merger Sub shall each have performed or complied with in all material respects all of their respective agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective Time.
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Performance of Covenants. The Parent and Merger Sub shall have each duly performed or and complied with in all material respects with all of their agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by each of them under this Agreement at or it prior to or on the Effective TimeClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)
Performance of Covenants. Each of the covenants and obligations in this Agreement that Parent and Merger Sub shall have performed or complied with in all material respects all of their agreements and covenants are required to be performed comply with or complied with by each of them under this Agreement to perform at or prior to the Effective TimeClosing shall have been complied with and performed in all material respects.
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Performance of Covenants. Each of Parent and Merger Sub shall have performed or complied with in all material respects any obligation and complied in all material respects with any agreement or covenant of their agreements and covenants required Parent or Merger Sub, as the case may be, to be performed or complied with by each of them Parent or Merger Sub, as the case may be, under this Agreement at or prior to the Effective TimeAgreement.
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Performance of Covenants. Parent and Merger Sub shall have performed or and complied with with, in all material respects respects, all of their covenants and agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement at Parent and Merger Sub on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Solta Medical Inc)
Performance of Covenants. The Parent and Merger Sub shall have performed or and complied with in all material respects all covenants of their agreements and covenants required this Agreement to be performed or complied with by each of them under this Agreement at or prior to the Effective TimeClosing Date and the Parent and Merger Sub shall have delivered to the Principal Shareholders and the Company a certificate to such effect.
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Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material respects all of their obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by each of them under this Agreement at hereunder. Guarantor shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or prior to complied with by it in the Effective TimeGuarantee.
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Samples: Merger Agreement (Edgen Group Inc.)
Performance of Covenants. The Parent Corporation and the Merger Sub shall will have performed or and complied with in all material respects all of their covenants, obligations and agreements and covenants required to be performed or complied with by each of them under it on or before the Closing Date pursuant to this Agreement at or prior to the Effective TimeAgreement.
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Performance of Covenants. Parent and Merger Sub shall have each duly performed or and complied with in all material respects with all of their agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by each of them under this Agreement at or it prior to or on the Effective TimeClosing Date.
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Performance of Covenants. Parent and Merger Sub Subs shall have performed or and complied with with, in all material respects respects, all of their covenants and agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement at Parent and Merger Subs on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Brunswick Corp)
Performance of Covenants. Each of Parent and Merger Sub shall have performed or and complied with in all material respects all of their its covenants and agreements and covenants required to be performed or complied with by each of them it under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (DST Systems Inc)
Performance of Covenants. Parent and Merger Sub MergerCo each shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by them hereunder on or prior to the Effective Time (except in each case for those agreements and covenants that are qualified as to “material,” “materiality,” “MergerCo Material Adverse Effect” or similar expressions, which shall have been performed or complied with in all material respects all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior to the Effective Timerespects).
Appears in 1 contract
Samples: Merger Agreement (Quipp Inc)