Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time.
Appears in 4 contracts
Samples: Merger Agreement (Numerex Corp /Pa/), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Merger Agreement (CastlePoint Holdings, Ltd.), Merger Agreement (CastlePoint Holdings, Ltd.), Merger Agreement (Tower Group, Inc.)
Performance of Obligations of Parent. Each and all of the covenants and agreements of Parent shall have performed in all material respects all obligations required to be performed by it under or complied with pursuant to this Agreement at on or prior to the Effective TimeClosing Date shall have been performed and complied with in all material respects, and Parent shall have delivered to the Company a certificate signed by an executive officer of Parent confirming the foregoing as of the Closing Date.
Appears in 3 contracts
Samples: Merger Agreement (Polaris Acquisition Corp.), Agreement and Plan of Merger (Polaris Acquisition Corp.), Agreement and Plan of Merger (Polaris Acquisition Corp.)
Performance of Obligations of Parent. Parent shall have performed in all material respects and complied in all obligations material respects with all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective TimeClosing Date. The Company shall have received a certificate of an executive officer of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (PROLOR Biotech, Inc.), Merger Agreement (Highbury Financial Inc)
Performance of Obligations of Parent. Parent shall have performed in or complied with all material respects all obligations agreements and covenants required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified; and Company shall have received a certificate of an executive officer of Parent to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
Performance of Obligations of Parent. Parent shall have performed or complied in all material respects all obligations with the covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Kindred Biosciences, Inc.)
Performance of Obligations of Parent. Parent shall have performed or complied in all respects with all agreements and covenants required to be performed by it under this Agreement at or before the Closing Date that are qualified as to materiality or Material Adverse Effect or similar qualifiers set forth herein, and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to before the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Merger Agreement (ALTERRA CAPITAL HOLDINGS LTD), Merger Agreement (Markel Corp)
Performance of Obligations of Parent. Parent shall have performed in all material respects and complied with in all material respects all agreements, covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Partnership Merger Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Trustreet Properties Inc), Merger Agreement (Trustreet Properties Inc)
Performance of Obligations of Parent. Parent shall have performed or complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement each of them at or prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Diversified Healthcare Trust), Merger Agreement (Office Properties Income Trust)
Performance of Obligations of Parent. Parent shall have performed in or complied with all material respects all obligations agreements and covenants required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified, and the Company shall have received a certificate of the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date (provided, that the covenants of Parent set forth in Section 2.15 and Section 6.19 shall have been performed in all respects).
Appears in 1 contract
Samples: Business Combination Agreement (ROI Acquisition Corp.)
Performance of Obligations of Parent. Parent shall have performed performed, or complied with, in all material respects all obligations agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (SRC Energy Inc.)
Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations and complied with each of the covenants required to be performed by it under this Agreement at on or prior to the Effective TimeClosing Date in all material respects.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed and complied in all material respects with all obligations covenants required to be performed by it under this Agreement at on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed in all material respects and complied in all obligations material respects with all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to such effect, dated the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Cigna Corp)
Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Inverness Medical Innovations Inc)
Performance of Obligations of Parent. Parent shall have performed performed, or complied with, in all material respects all obligations agreements and covenants required to be performed or complied with by it Parent under this Agreement at or prior to the Effective Time.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed performed, or complied with, in all material respects respects, all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective TimeClosing Date (other than obligations under Section 6.8).
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed or complied, in all material respects respects, with all obligations agreements and covenants required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date (determined without regard to any materiality qualifiers, including, without limitation, Parent Material Adverse Effect).
Appears in 1 contract
Samples: Merger Agreement (Peplin Inc)
Performance of Obligations of Parent. Parent shall have performed and complied in all material respects with all obligations covenants required to be performed by it under this Agreement at on or prior to the Effective TimeClosing Date, other than the obligations set forth in Section 5.2(b)(iii) which shall be performed and complied with in all respects.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed or complied in all respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect or similar qualifiers set forth herein, and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Max Capital Group Ltd.)
Performance of Obligations of Parent. Parent shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it under this Agreement Parent by the time of or at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Equity Purchase Agreement (ADT Inc.)
Performance of Obligations of Parent. Parent shall have performed in or complied with all material respects all obligations agreements and covenants required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date that are qualified as to materiality and shall have performed or complied in all material respects with all other agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified as to materiality.
Appears in 1 contract
Performance of Obligations of Parent. Each and all of the covenants and agreements of Parent shall have performed in all material respects all obligations required to be performed by it under or complied with pursuant to this Agreement at on or prior to the Effective TimeClosing Date shall have been performed and complied with in all material respects. Parent shall have delivered to the Company a certificate signed by an executive officer of Parent confirming the foregoing as of the Closing Date.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed or complied with in all material respects all obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Company Merger Effective Time.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed in all material respects all the agreements, covenants and obligations required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall will have performed and complied in all material respects all with the covenants, obligations and conditions of this Agreement required to be performed and complied with by it under this Agreement Parent at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Cepton, Inc.)
Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Merger Agreement (Amedisys Inc)
Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations of the obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Effective TimeShare Exchange Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Iomai Corp)
Performance of Obligations of Parent. Parent shall have performed or complied in all material respects with all obligations of the obligations, agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Performance of Obligations of Parent. Each and all of the covenants and agreements of Parent shall have performed in all material respects all obligations required to be performed by it under or complied with pursuant to this Agreement at on or prior to the Effective TimeClosing Date shall have been performed and complied with in all material respects, and Parent shall have delivered to the Company a certificate confirming the foregoing as of the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Atlas Acquisition Holdings Corp.)
Performance of Obligations of Parent. Parent shall have performed in all material respects all covenants, agreements and obligations required to be performed by it Parent under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Merger Agreement (Invitae Corp)
Performance of Obligations of Parent. Parent shall have ------------------------------------ performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date under this Agreement.
Appears in 1 contract
