Performance of Covenants. Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 66 contracts
Sources: Merger Agreement (Cuseeme Networks Inc), Merger Agreement (Website Pros Inc), Merger Agreement (WEB.COM, Inc.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 11 contracts
Sources: Agreement and Plan of Merger (Photon Dynamics Inc), Merger Agreement (Patient Infosystems Inc), Merger Agreement (Messagemedia Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 7 contracts
Sources: Merger Agreement (La Man Corporation), Merger Agreement (Qualcomm Inc/De), Merger Agreement (Papais Lou A)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company Purchaser is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 6 contracts
Sources: Stock Purchase Agreement (Improvenet Inc), Stock Purchase Agreement (Petroleum Place Inc), Stock Purchase Agreement (Molecular Devices Corp)
Performance of Covenants. Each covenant or obligation of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 4 contracts
Sources: Merger Agreement (Frank's International N.V.), Merger Agreement (Rivulet Media, Inc.), Merger Agreement (Bio-Matrix Scientific Group, Inc.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 4 contracts
Sources: Merger Agreement (Manufacturers Services LTD), Merger Agreement (Manufacturers Services LTD), Merger Agreement (Vertex Pharmaceuticals Inc / Ma)
Performance of Covenants. Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsperformed, except where the failure to perform such covenants or obligations would not have a Material Adverse Effect on the Company or Parent.
Appears in 4 contracts
Sources: Merger Agreement (Ribogene Inc / Ca/), Merger Agreement (Cypros Pharmaceutical Corp), Merger Agreement (Cypros Pharmaceutical Corp)
Performance of Covenants. Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 4 contracts
Sources: Merger Agreement (Andataco), Agreement and Plan of Reorganization (Netgateway Inc), Agreement and Plan of Merger (Medical Device Alliance Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Stockholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 3 contracts
Sources: Merger Agreement (Digital River Inc /De), Agreement and Plan of Merger and Reorganization (Documentum Inc), Merger Agreement (I Many Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company and the Shareholder is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 3 contracts
Sources: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
Performance of Covenants. Each covenant or obligation that All of the covenants and obligations with which the Company is required to comply with or required to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (Boole & Babbage Inc), Merger Agreement (Boole & Babbage Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Designated Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Eloquent Inc), Agreement and Plan of Merger (Eloquent Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the 501 Company is are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (Empire Global Corp.), Merger Agreement (Empire Global Corp.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Designated Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (FVC Com Inc), Agreement and Plan of Merger and Reorganization (Lightspan Inc)
Performance of Covenants. Each covenant or obligation that the Company Companies, the Parent or any of the Designated Persons is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (Fisher Business Systems Inc), Merger Agreement (Fisher Business Systems Inc)
Performance of Covenants. Each and every covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing Closing, considered individually and collectively, shall have been complied with and performed in all material respectsrespects on or prior to the Closing Date.
Appears in 1 contract
Sources: Merger Agreement (Titan Corp)
Performance of Covenants. Each covenant or obligation that PhySource or any of the Company Shareholders is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Sources: Merger Agreement (Halis Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects, except where the failure to have performed or complied with such covenants and obligations has not had a Material Adverse Effect on the Company or a Material Adverse Effect on the Surviving Corporation, or Parent's ownership and control thereof, after the Merger.
Appears in 1 contract
Performance of Covenants. Each covenant The covenants or obligation obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation that the Company or any Selling Shareholder is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is Company, the Shareholder and the Investors are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Selling Shareholder are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Stockholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation that any of the Company Selling Shareholders is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Sole Shareholder are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Shareholders are required to comply with or to perform at or prior to the Closing Date shall have been complied with and performed in all material respects.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Accrue Software Inc)
Performance of Covenants. Each covenant or obligation that the Company or any of the Selling Shareholders is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Shareholders are required to comply with or to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each material covenant or obligation contained in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Sources: Merger Agreement (Artecon Inc)
Performance of Covenants. Each covenant or obligation that the Company Companies or any of the Shareholders is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Sources: Merger Agreement (Halis Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is Company, the Selling Stockholders and the Trustees acting on behalf of the Trusts are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation that Compass or any of the Company Shareholder is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Sources: Merger Agreement (Halis Inc)
Performance of Covenants. Each covenant or obligation that the Company or any of the Shareholders is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Designated Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects, including the obligations set forth in Section 5.5 above.
Appears in 1 contract
Sources: Merger Agreement (Zitel Corp)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is Acquired Corporations and the Designated Stockholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Principal Stockholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant The Company shall have performed and complied in all material respects on or obligation before the Closing with all of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed without taking into account any specific materiality or similar qualifications set forth in all material respectssuch covenants (except for any failures to perform or comply that do not, singly or in the aggregate, cause a Material Adverse Effect).
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Caere Corp)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is are required to comply with or to perform at or prior to the Closing shall will have been complied with and performed in all material respects.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Performance of Covenants. (a) Each covenant or obligation that the Founders are, or the Company is, required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
(b) Each covenant or obligation that any Selling Stockholder is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract