Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all obligations or complied with, in all material respects, all agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Effective Time.
Appears in 8 contracts
Sources: Merger Agreement (Landrys Restaurants Inc), Merger Agreement (Nuco2 Inc /Fl), Merger Agreement (Brands Holdings LTD)
Agreements and Covenants. Parent and Merger Sub shall have performed, ------------------------ performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 7 contracts
Sources: Merger Agreement (Looksmart LTD), Merger Agreement (Software Com Inc), Merger Agreement (Goto Com Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in respects with all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement Parent and/or Merger Sub, as applicable, on or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Sources: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc), Merger Agreement (Hecla Mining Co/De/)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement on or prior to the Effective Time. The Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 6 contracts
Sources: Merger Agreement (RespireRx Pharmaceuticals Inc.), Merger Agreement (Cortex Pharmaceuticals Inc/De/), Merger Agreement (Zhone Technologies Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, respects with all obligations or complied with, in all material respects, all of the agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on at or prior to the Effective Time.
Appears in 6 contracts
Sources: Merger Agreement (Highpower International, Inc.), Merger Agreement (Ho Chi Sing), Merger Agreement (Perfect World Co., Ltd.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, respects with all covenants and obligations or complied with, in all material respects, all agreements and covenants of this Agreement required to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Sources: Merger Agreement (Mercury Computer Systems Inc), Merger Agreement (Shutterfly Inc), Agreement and Plan of Merger (Entrust Inc)
Agreements and Covenants. Each of Parent and Merger Acquisition Sub shall have performedperformed or complied, in all material respects, all obligations or complied withwith each obligation, in all material respects, all agreements agreement and covenants covenant to be performed or complied with by them it under this Agreement on at or prior to the Effective Time.
Appears in 5 contracts
Sources: Merger Agreement (Acorda Therapeutics Inc), Agreement and Plan of Merger (Myriad Genetics Inc), Merger Agreement (Investment Technology Group Inc)
Agreements and Covenants. Each of Parent and Merger Sub Subsidiary shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 5 contracts
Sources: Merger Agreement (Riverstone Networks Inc), Merger Agreement (Incyte Genomics Inc), Merger Agreement (Logicvision Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on at or prior to the Effective Time.
Appears in 5 contracts
Sources: Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp), Merger Agreement (P Com Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to before the Effective Time.
Appears in 4 contracts
Sources: Merger Agreement (Robinson Nugent Inc), Merger Agreement (Minnesota Mining & Manufacturing Co), Merger Agreement (Integrated Alarm Services Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the President of Parent.
Appears in 4 contracts
Sources: Merger Agreement (One2one Living Corp), Merger Agreement (North American Oil & Gas Corp.), Merger Agreement (Terra Tech Corp.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time., except for any failure to perform or comply with such agreements and covenants which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect;
Appears in 4 contracts
Sources: Merger Agreement (FORM Holdings Corp.), Merger Agreement (Document Security Systems Inc), Merger Agreement (Vringo Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time., and the Company shall have received a certificate to such effect signed by the Chairman and the Chief Financial Officer of Parent;
Appears in 4 contracts
Sources: Merger Agreement (Oxford Automotive Inc), Merger Agreement (Just for Feet Inc), Merger Agreement (Netgain Development Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, in all material respects, all its obligations or and complied with, in all material respects, all its agreements and covenants to be performed or complied with by them it under this Agreement on at or prior to the Effective Time, including, without limitation, the resignation from the Board of Directors of Parent of those persons currently on the Board of Directors of Parent who are not named as directors following the Effective Time in the Proxy Statement.
Appears in 4 contracts
Sources: Merger Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (United Refining Energy Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time., and the Company shall have received a certificate of Parent to such effect signed by the President or Chief Financial Officer of Parent;
Appears in 4 contracts
Sources: Merger Agreement (Tyco International LTD /Ber/), Merger Agreement (Scott Technologies Inc), Agreement and Plan of Merger (Mallinckrodt Inc /Mo)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement and each Parent Document to be performed or complied with by them under this Agreement Parent or Merger Sub on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Sources: Merger Agreement (Research Pharmaceutical Services, Inc.), Merger Agreement (Research Pharmaceutical Services, Inc.), Merger Agreement (Research Pharmaceutical Services, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed in all material respects, respects all obligations or complied with, in all material respects, all agreements and covenants required to be performed or complied with by them it under this Agreement on at or prior to the Effective TimeClosing.
Appears in 3 contracts
Sources: Merger Agreement (China Nepstar Chain Drugstore Ltd.), Merger Agreement (Ren Jinsheng), Merger Agreement (Simcere Pharmaceutical Group)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time (provided that any agreement or covenant that is qualified by materiality or by reference to a Material Adverse Effect shall have been performed or complied with in all respects on or prior to the Effective Time) and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 3 contracts
Sources: Merger Agreement (Hub International LTD), Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)
Agreements and Covenants. Parent and Merger Sub each shall have performed, performed in all material respects, respects all obligations or complied with, in all material respects, all agreements and covenants required to be performed or complied with by them it under this Agreement on at or prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Conexant Systems Inc), Agreement and Plan of Merger (Conexant Systems Inc), Merger Agreement (Standard Microsystems Corp)
Agreements and Covenants. Parent Parent, First Merger Sub and Second Merger Sub shall have performedperformed or complied, in each case, in all material respects, all obligations or complied with, in all material respects, all respects with the agreements and covenants required by this Agreement to be performed by them or complied with by them under this Agreement on at or prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Grail, LLC), Merger Agreement (Grail, LLC), Merger Agreement (Illumina, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time.;
Appears in 3 contracts
Sources: Offer to Purchase (JRC Acquisition Corp), Agreement and Plan of Merger (Cray Research Inc), Merger Agreement (Surge Components Inc)
Agreements and Covenants. Parent and Merger Sub shall have performedperformed or complied, in all material respects, all obligations or complied withwith each obligation, in all material respects, all agreements agreement and covenants covenant to be performed or complied with by them it under this Agreement on at or prior to the Effective TimeClosing.
Appears in 3 contracts
Sources: Merger Agreement (WebMD Health Corp.), Merger Agreement (Agilysys Inc), Merger Agreement (Viisage Technology Inc)
Agreements and Covenants. Parent and Merger Sub Co shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Industrial Distribution Group Inc), Merger Agreement (King Luther Capital Management Corp), Merger Agreement (Industrial Distribution Group Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement on or prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Fermavir Pharmaceuticals, Inc.), Merger Agreement (Inhibitex, Inc.), Agreement and Plan of Merger (Gevity Hr Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective TimeClosing Date, and the Parent Closing Certificate shall include a provision to that effect.
Appears in 3 contracts
Sources: Merger Agreement (BT Brands, Inc.), Merger Agreement (Legato Merger Corp. Ii), Merger Agreement (Alpine Acquisition Corp.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time, except that Parent shall have performed or complied in all respects with the covenants contained in Section 5.2(ii).
Appears in 3 contracts
Sources: Merger Agreement (Zilkha Michael), Merger Agreement (El Paso Energy Corp/De), Merger Agreement (Sonat Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement 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; and
Appears in 3 contracts
Sources: Merger Agreement (Synchronoss Technologies Inc), Merger Agreement (Mgi Pharma Inc), Merger Agreement (Mgi Pharma Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in respects with all material respects, all agreements and material covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Danaher Corp /De/), Merger Agreement (American Safety Insurance Holdings LTD), Merger Agreement (Pall Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time., and the Company shall have received a certificate to such effect signed by the President of Parent;
Appears in 3 contracts
Sources: Merger Agreement (Vons Companies Inc), Merger Agreement (Safeway Inc), Merger Agreement (Safeway Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on it at or prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International), Merger Agreement (Shurgard Storage Centers Inc)
Agreements and Covenants. Each of Parent and Merger the Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them under this Agreement on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Headwaters Inc), Merger Agreement (Isg Resources Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, all respects with each of the agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Informatica Corp), Merger Agreement (Carrier Access Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time., and the Company shall have received a certificate to such effect signed by the President and the Chief Financial Officer of Parent; (c)
Appears in 2 contracts
Sources: Merger Agreement (American Medical Response Inc), Merger Agreement (New Stat Healthcare Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all respects with its covenants and obligations or complied with, in all material respects, all agreements and covenants of this Agreement required to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (NantKwest, Inc.), Merger Agreement (NantKwest, Inc.)
Agreements and Covenants. Parent Parent, BV Sub and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Navteq Corp), Merger Agreement (Navteq Corp)
Agreements and Covenants. Parent and Merger Sub shall have performedperformed or complied, in all material respects, all obligations or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time.Closing;
Appears in 2 contracts
Sources: Merger Agreement (Tutogen Medical Inc), Merger Agreement (Regeneration Technologies Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (On Technology Corp), Merger Agreement (Symantec Corp)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement 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
Sources: Merger Agreement (DemandTec, Inc.), Merger Agreement (DemandTec, Inc.)
Agreements and Covenants. Parent and each Merger Sub shall have performedperformed or complied, in each case, in all material respectsrespects with all agreements, all obligations or complied with, in all material respects, all agreements covenants and covenants conditions required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (International Money Express, Inc.), Merger Agreement (Fintech Acquisition Corp. II)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in respects with all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time. The Company shall have received a certificate of an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Sources: Merger Agreement (Tween Brands, Inc.), Merger Agreement (Dress Barn Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, respects with all obligations or complied with, in all material respects, all of the agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on it at or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (RDA Microelectronics, Inc.), Merger Agreement (Spreadtrum Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respectsrespects with all agreements, all obligations or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on it at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Cybersource Corp), Merger Agreement (Visa Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or compiled in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (iClick Interactive Asia Group LTD), Merger Agreement (Nord Anglia Education, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, all agreements each covenant, agreement and covenants obligation required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Aegion Corp)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, in all material respects, all its obligations or and complied with, in all material respects, all its agreements and covenants to be performed or complied with by them it under this Agreement on at or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Amcomp Inc /Fl), Merger Agreement (Employers Holdings, Inc.)
Agreements and Covenants. The Parent Entities and the Merger Sub Subs shall have performed, in all material respects, all obligations performed or complied withwith the covenants, in all material respects, all agreements and covenants obligations required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeTime in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (Endeavor Group Holdings, Inc.), Merger Agreement (Emanuel Ariel)
Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (RMR Industrials, Inc.), Merger Agreement (RMR Industrials, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time, and the Company shall have received a certificate of an officer of Parent to that effect.
Appears in 2 contracts
Sources: Merger Agreement (Viacom Inc), Merger Agreement (Viacom Inc)
Agreements and Covenants. Parent and Merger Sub and Parent shall have performed, performed or complied in all material respects, respects with all obligations or complied with, in all material respects, all agreements agreement and covenants required to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate from each of Merger Sub and the Parent signed by its President or a Vice President, respectively, to that effect.
Appears in 2 contracts
Sources: Merger Agreement (Party City Corp), Merger Agreement (Amscan Holdings Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time., and the Company shall have received a certificate to such effect signed by the President and Chief Financial Officer of Parent;
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization and Merger (E Tek Dynamics Inc), Merger Agreement (National Media Corp)
Agreements and Covenants. M▇. ▇▇▇, Parent and Merger Sub MergerSub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Dragon Pharmaceutical Inc), Merger Agreement (Dragon Pharmaceutical Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date, in each case in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Harmony Merger Corp.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respectsrespects with all of its obligations, all obligations or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective TimeClosing.
Appears in 2 contracts
Sources: Merger Agreement (Epicor Software Corp), Merger Agreement (Aspect Software Group Holdings Ltd.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respectsrespects with all agreements, all covenants and obligations or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Abaxis Inc), Merger Agreement (Zoetis Inc.)
Agreements and Covenants. Parent and Each of Parent, Merger Sub I, Merger Sub II and the Partnership shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Company Merger Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (SmartStop Self Storage, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate to the foregoing effect signed by the President or Chief Financial Officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Career Education Corp), Merger Agreement (Career Education Corp)
Agreements and Covenants. Parent and Merger Sub MergerSub shall have performed, performed and complied with in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.; and
Appears in 2 contracts
Sources: Merger Agreement (Physicians Formula Holdings, Inc.), Merger Agreement (Physicians Formula Holdings, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to before the Effective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Tangible Asset Galleries Inc), Merger Agreement (Tangible Asset Galleries Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on at or prior to the Effective TimeClosing.
Appears in 2 contracts
Sources: Merger Agreement (Cap Gemini Sa), Merger Agreement (Kanbay International Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, in all material respects, all its obligations or and complied with, in all material respects, all its agreements and covenants to be performed or complied with by them it under this Agreement on at or prior to the Effective Time, including, without limitation, the resignation from the Board of Parent of those persons currently on the Board of Parent who are not named as directors following the Effective Time in the Proxy Statement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (FMG Acquisition Corp), Merger Agreement (FMG Acquisition Corp)
Agreements and Covenants. Parent and Merger Sub shall each have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Dgse Companies Inc), Merger Agreement (Superior Galleries Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, all respects with the agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Athenahealth Inc), Merger Agreement (Epocrates Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date in all material respects, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement Parent and Merger Sub on or prior to the Effective TimeClosing.
Appears in 2 contracts
Sources: Merger Agreement (Tilray, Inc.), Merger Agreement (Aphria Inc.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, respects with all its obligations or complied with, in all material respects, all agreements and covenants under this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Meadowbrook Insurance Group Inc), Merger Agreement (Ubiquity, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, in all material respects, all its obligations or and complied with, in all material respects, all its agreements and covenants to be performed or complied with by them it under this Agreement on at or prior to the Effective Time, including, without limitation, the resignation from the Board of Directors of Parent of those persons currently on the Board of Directors of Parent who are not named as directors following the Effective Time.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Merger Agreement (FlatWorld Acquisition Corp.)
Agreements and Covenants. The Parent and Merger Sub shall each have performed, performed or complied in all material respects, respects with all covenants and obligations or complied with, in all material respects, all agreements and covenants of this Agreement required to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Matinas BioPharma Holdings, Inc.), Merger Agreement (Amicus Therapeutics Inc)
Agreements and Covenants. Parent and Merger Sub shall each have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time. The Company shall have received a certificate of a responsible officer of Parent and Merger Sub to that effect.
Appears in 2 contracts
Sources: Merger Agreement (Caprius Inc), Merger Agreement (Vintage Capital Group, LLC)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and the President of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Paxar Corp), Merger Agreement (International Imaging Materials Inc /De/)
Agreements and Covenants. Parent Each of Parent, Merger Sub and Merger Sub LLC shall have performed, performed or complied in all material respectsrespects with all agreements, all obligations or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Nicor Inc), Merger Agreement (Agl Resources Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants (other than Section 5.05(b)) required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Nv Energy, Inc.)
Agreements and Covenants. Parent, Parent LP and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Thomas Properties Group Inc), Merger Agreement (Parkway Properties Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in respects with all material respects, all agreements and material covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective TimeClosing.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Psychiatric Solutions Inc), Merger Agreement (Universal Health Services Inc)
Agreements and Covenants. Parent Parent, Merger Sub and Merger Sub LLC shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
Agreements and Covenants. Each of Parent and Merger Acquisition Sub shall have performed, performed in all material respects, all obligations or complied with, in all material respects, all respects each of its agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on at or prior to before the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on at or prior to the Effective TimeClosing (including all deliveries required under Section 1.10(b)).
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub Subs shall have performed, in all material respects, all obligations performed or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date in all material respects, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Northern Star Investment Corp. II)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied A-47 49 with by them under this Agreement it on or prior to the Effective Time., except that Parent shall have performed or complied in all respects with the covenants contained in Section 5.2(ii). (c)
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed, performed and complied with all of its agreements and covenants hereunder in all material respects, all respects through the Closing; provided that Parent’s payment obligations or complied with, in all material respects, all agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Effective Timeshall have been fully complied with and performed in all respects.
Appears in 1 contract
Sources: Merger Agreement (Nordson Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all respects with their covenants and obligations or complied with, in all material respects, all agreements and covenants under this Agreement required to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Sources: Merger Agreement (NantKwest, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all its obligations or and complied with, in all material respects, all its agreements and covenants to be performed or complied with by them it under this Agreement on at or prior to the Effective Time, including, without limitation, the resignation from the Parent Board of those persons currently on the Parent Board who are not named as nominees for election as directors of Parent following the Effective Time in the Proxy Statement/Prospectus.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub Subs shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 1 contract
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied with all obligations and covenants in all material respects, all obligations or complied with, in all material respects, all agreements and covenants respects required by this Agreement to be performed or complied with by them under this Agreement Parent and Merger Sub, respectively, on or prior to before the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub each shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Sources: Merger Agreement (Neoware Inc)
Agreements and Covenants. Parent and the Merger Sub Subs shall have performed, performed or complied in all material respects, respects with all covenants and obligations or complied with, in all material respects, all agreements and covenants of this Agreement required to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Altimmune, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub ------------------------ shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement 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; and
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date and the Parent Closing Certificate shall include a provision to such effect.
Appears in 1 contract
Sources: Merger Agreement (Perma Fix Environmental Services Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed in all material respects, all obligations or complied with, with in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of Parent.
Appears in 1 contract
Sources: Merger Agreement (Inventtech Inc.)
Agreements and Covenants. Parent Parent, Merger Sub and Merger Sub LLC shall have performed, performed or complied in all material respects, respects with all covenants and obligations or complied with, in all material respects, all agreements and covenants of this Agreement required to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Sources: Merger Agreement (Red Hat Inc)
Agreements and Covenants. Parent Parent, Intermediate Sub and Merger Sub shall have performed, in all material respects, all obligations or complied with, in all material respects, all agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Effective Time.
Appears in 1 contract
Sources: Merger Agreement (Swank, Inc.)
Agreements and Covenants. Parent Parent, Sub and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed in all material respects, all obligations or complied with, in all material respects, respects all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 1 contract
Sources: Merger Agreement (Merck & Co Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective TimeClosing Date, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 1 contract
Sources: Merger Agreement (Pangaea Logistics Solutions Ltd.)
Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all obligations ------------------------ performed or complied with, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement in all material respects on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 1 contract
Agreements and Covenants. Each of Parent and Merger Sub shall have performed, performed or complied with all obligations and covenants in all material respects, all obligations or complied with, in all material respects, all agreements and covenants respects required by this Agreement to be performed or complied with by them under this Agreement the Parent and Sub, respectively, on or prior before to the Effective Time.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Navigant Consulting Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time, and Company shall have received a certificate to such effect signed by duly authorized officers of Parent and Merger Sub.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Argonaut Technologies Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, in all material respects, all obligations performed or complied with, in all material respects, with (i) all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective TimeClosing Date in all material respects and (ii) the obligations in Section 1.5(a) in all respects, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement or the Voting and Subscription Agreement to be performed or complied with by them under this Agreement it on or prior to the Effective Time.
Appears in 1 contract
Agreements and Covenants. Parent and Merger Sub shall have performed, performed or complied in all material respects, all obligations or complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Closing, the Effective TimeTime and/or thereafter as provided therein.
Appears in 1 contract
Sources: Merger Agreement (Baidu, Inc.)