THE COMPANY'S PERFORMANCE. (a) Each of the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been duly performed and complied with in all material respects.
(b) The Company must have delivered to Buyer each of the documents and items required to be delivered by the Company pursuant to Section 9.2, and each of the other covenants and obligations in Section 4.1 and Section 4.3 must have been performed and complied with in all respects.
THE COMPANY'S PERFORMANCE. All of the covenants and obligations of the Company to be performed or complied with pursuant to the terms of this Agreement on or before the Closing Date shall have been fully performed in all material respects, and at the Closing Date the Company shall have delivered to Parent a certificate to such effect signed by the Chief Executive Officer of the Company.
THE COMPANY'S PERFORMANCE. The Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by it prior to the Closing Date.
THE COMPANY'S PERFORMANCE. Each of the obligations of the Company to be performed by it on or before the Effective Time of the Merger pursuant to the terms of this Merger Agreement shall have been duly performed in all material respects at the Effective Time of the Merger, and at the Effective Time of the Merger the Company shall have delivered to MSCMG a certificate to such effect signed by the President of the Company.
THE COMPANY'S PERFORMANCE. (a) Each of the covenants and obligations that the Company is required to perform or comply with pursuant to the Company's Closing Documents at or prior to the Closing Date must have been performed or complied with in all material respects.
(b) Each document required to be delivered to Kenilworth pursuant to Section 1.5 must have been delivered.
THE COMPANY'S PERFORMANCE. (a) Each of the covenants and obligations that the Company is required to perform or comply with pursuant to the Company's Closing Documents at or prior to each Closing Date must have been performed or complied with in all material respects.
(b) Each document required to be delivered to Kennilworth pursuant to Section 1.5, 1.6 or 1.7, as the case may be, must have been delivered.
(c) On the Initial Closing Date, the Company shall make a public announcement of the transactions contemplated by this Agreement, which public announcement shall include reference to a future rights offering (the "Rights Offering").
(d) On or prior to the Second Closing Date, the Company shall have filed a registration statement covering the Rights Offering.
(e) On or prior to the Third Closing Date, the Company shall have effectuated the Rights Offering, with net proceeds to the Company of not less than forty million dollars ($40,000,000).
THE COMPANY'S PERFORMANCE. At the Closing, concurrently with the performance by Samaritan of its obligations to be performed at the Closing:
THE COMPANY'S PERFORMANCE. The Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement or pursuant to this Agreement to be performed, satisfied or complied with by it at or before the Closing.
THE COMPANY'S PERFORMANCE. Each of the obligations of the Company ------------------------- to be performed by it on or before the Closing Date pursuant to the terms of this Merger Agreement shall have been duly performed in all material respects as of the Closing Date, and the Company shall have delivered to ET a certificate to such effect signed by the President of the Company.
THE COMPANY'S PERFORMANCE. (a) Each of the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.
(b) The documents required to be delivered by the Company to Parent pursuant to Section 2.4(a) must have been delivered to Parent.
(c) No circumstance, change in or effect on the Company or any of its Subsidiaries shall have occurred since the date of this Agreement that has a Material Adverse Effect.
