Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 200 contracts
Samples: Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (Progressive Care Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 84 contracts
Samples: Agreement and Plan of Merger (TDCX Inc.), Agreement and Plan of Merger (Genetron Holdings LTD), Agreement and Plan of Merger (O2micro International LTD)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 62 contracts
Samples: Agreement and Plan of Merger (Twelve Seas Investment Co. II), Agreement and Plan of Merger (PowerUp Acquisition Corp.), Business Combination Agreement (Mars Acquisition Corp.)
Agreements and Covenants. The Each of the covenants of the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on as of or prior to the Effective TimeClosing shall have been performed or complied with in all material respects.
Appears in 43 contracts
Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.), Business Combination Agreement (Global Partner Acquisition Corp II), Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 23 contracts
Samples: Agreement and Plan of Merger (Swiftmerge Acquisition Corp.), Merger Agreement and Plan of Reorganization (Breeze Holdings Acquisition Corp.), Agreement and Plan of Amalgamation
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of the agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Highpower International, Inc.), Agreement and Plan of Merger (Asv Holdings, Inc.), Agreement and Plan of Merger (Metaldyne Performance Group Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (HMS Holdings Corp), Agreement and Plan of Merger (Matria Healthcare Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements covenants and covenants required by obligations of this Agreement required to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 14 contracts
Samples: Share Purchase Agreement, Agreement and Plan of Merger and Reorganization (Altimmune, Inc.), Share Purchase Agreement (Ixys Corp /De/)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time.
Appears in 9 contracts
Samples: Registration Rights Agreement (Live Oak Acquisition Corp II), Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Swank, Inc.), Agreement and Plan of Merger (Landrys Restaurants Inc), Agreement and Plan of Merger (Brands Holdings LTD)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all each of the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Atrion Corp), Voting and Support Agreement (Nordson Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Acer Therapeutics Inc.), Securities Purchase Agreement (Pixelworks, Inc), Securities Purchase Agreement (Pixelworks, Inc)
Agreements and Covenants. The Company shall will have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 6 contracts
Samples: Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Samples: Share Exchange Agreement (Kairos Pharma, LTD.), Share Exchange Agreement (Armada Oil, Inc.), Share Exchange Agreement (NDB Energy, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Intellon Corp), Agreement and Plan of Merger (Logicvision Inc), Agreement and Plan of Merger (Thoratec Corp)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all of its obligations and complied with, in all material respects, all of its agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Amcomp Inc /Fl), Registration Rights Agreement (Camden Learning CORP), Agreement and Plan of Merger (Employers Holdings, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to before the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Suncom Wireless Holdings, Inc.), Agreement and Plan of Merger (Robinson Nugent Inc), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co)
Agreements and Covenants. The Company shall have performed or complied complied, in all material respects respects, with all agreements each obligation, agreement and covenants required by this Agreement covenant to be performed or complied with by it on under this Agreement at or prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Myriad Genetics Inc), Agreement and Plan of Merger (Investment Technology Group Inc), Agreement and Plan of Merger (Apex Bioventures Acquisition Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Mines Management Inc), Agreement and Plan of Merger (Hecla Mining Co/De/)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except for any failure to perform or comply that would not have a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Agreement and Plan of Merger (LKQ Corp), Asset Purchase Agreement (Hecla Mining Co/De/)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.;
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Driftwood Ventures, Inc.), Agreement and Plan of Merger (Cray Research Inc), Merger Agreement and Plan of Reorganization (Surge Components Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.Closing;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Regeneration Technologies Inc), Agreement and Plan of Merger (Tutogen Medical Inc), Contribution Agreement (Amalgamated Technologies Inc)
Agreements and Covenants. The Company shall have performed or complied complied, in each case, in all material respects with all the agreements and covenants required by this Agreement to be performed by it or complied with by it on at or prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Illumina, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KKR & Co. Inc.), Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Epocrates Inc)
Agreements and Covenants. The Company Affiliated Companies and Members shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Exchange Agreement (Boundless Corp), Exchange Agreement (Qorus Com Inc), Exchange Agreement (Purezza Group Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed performed, or complied with by it on or prior to the Effective Time.
Appears in 3 contracts
Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (Anzu Special Acquisition Corp I), Stockholder Support Agreement (GigCapital5, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Agreement and Plan of Merger (Big Rock Partners Sponsor, LLC), Agreement and Plan of Merger (Big Rock Partners Acquisition Corp.)
Agreements and Covenants. The Company shall will have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 3 contracts
Samples: Share Exchange Agreement (Spring Bank Pharmaceuticals, Inc.), Share Exchange Agreement (Biodel Inc), Share Exchange Agreement (Biodel Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements each agreement and covenants covenant required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thomas & Betts Corp), Agreement and Plan of Merger (United Online Inc), Agreement and Plan of Merger and Reorganization (Tellabs Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Merger Effective Time.
Appears in 3 contracts
Samples: Business Combination Agreement (Perception Capital Corp. III), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date; provided, however the Company shall have performed in all respects with respect to the timelines set forth in Section 6.01.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunair Services Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Sunair Services Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except that the Company shall have performed or complied in all respects with the covenants and agreements contained in Section 5.1(ii).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sonat Inc), Agreement and Plan of Merger (El Paso Energy Corp/De), Agreement and Plan of Merger (Zilkha Michael)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ZAGG Inc), Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RMR Industrials, Inc.), Agreement and Plan of Merger (RMR Industrials, Inc.), Agreement and Plan of Merger (Drayton Harbor Resources Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects performed all obligations and complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us 1 Industries Inc), Agreement and Plan of Merger (Us 1 Industries Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New World Brands Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Agreements and Covenants. The Company shall have duly performed or complied with, in all material respects with respects, all of its covenants and agreements and covenants required by contained in this Agreement that the Company was required to be performed or complied with by it on or perform prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edify Acquisition Corp.), Agreement and Plan of Merger (Unique Logistics International, Inc.)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Timeunder this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Li3 Energy, Inc.), Agreement and Plan of Merger (Blue Wolf Mongolia Holdings Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, covenants and covenants obligations required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc)
Agreements and Covenants. The Company and the Company Operating Partnership shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc)
Agreements and Covenants. The Company Parties shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CapLease, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
Agreements and Covenants. The Company shall will have performed or complied in all material respects with all of its agreements and covenants required by contained in this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Barrister Global Services Network Inc), Stock Purchase Agreement (Barrister Global Services Network Inc)
Agreements and Covenants. The Company 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 on or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marimba Inc), Agreement and Plan of Merger (BMC Software Inc)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement and the Ancillary Agreements to which it is a party on or prior to the Effective Time.Initial Warrants Closing;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Share Exchange Agreement (MVP Holdings Corp), Share Exchange Agreement (MVP Holdings Corp)
Agreements and Covenants. The Company shall have performed ------------------------ or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sunbase Asia Inc), Stock Purchase Agreement (Sunbase Asia Inc)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.Closing Date. Section 5.3
Appears in 2 contracts
Samples: Share Exchange Agreement (Phytomedical Technologies Inc), Share Exchange Agreement (Phytomedical Technologies Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all material agreements and material covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Universal Health Services Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HCH Acquisition Corp), Agreement and Plan of Merger (JRC Acquisition Corp)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects respects, with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Plum Creek Timber Co Inc), Limited Liability Company Agreement (Plum Creek Timber Co Inc)
Agreements and Covenants. (i) The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to the Effective TimeClosing and (ii) each Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by such Seller on or prior to the Closing.
Appears in 2 contracts
Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)
Agreements and Covenants. The Company shall have performed or and complied in all material respects with to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Share Exchange Agreement (Perpetual Technologies, Inc.), Share Exchange Agreement (Frezer, Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants that are required by this Agreement to be performed or complied with by it on or prior to the Effective Timedate of the Closing.
Appears in 2 contracts
Samples: Share Repurchase Agreement (Melco International Development LTD), Share Repurchase Agreement (Melco International Development LTD)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Necessity Retail REIT, Inc.), Agreement and Plan of Merger (Global Net Lease, Inc.)
Agreements and Covenants. The Company shall have performed or complied complied, and shall have caused the Company Subsidiaries to have performed or complied, in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of its agreements and covenants required by contained in this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing (except that any specific agreement or covenant that is qualified as to materiality must have been performed as written).
Appears in 2 contracts
Samples: Restructuring Agreement (Finova Capital Corp), Restructuring Agreement (Aquis Communications Group Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants (other than Section 5.05(b)) required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Nv Energy, Inc.)
Agreements and Covenants. The Company Entities shall have performed or complied in all material respects with all the covenants, agreements and covenants obligations required by this Agreement to be performed or complied with by it them on or prior to the Effective TimeTime in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endeavor Group Holdings, Inc.), Agreement and Plan of Merger (Emanuel Ariel)
Agreements and Covenants. The Company shall have performed or complied complied, in each case, in all material respects with all agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Money Express, Inc.), Agreement and Plan of Merger (Fintech Acquisition Corp. II)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on the Company at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Navteq Corp), Stockholder Voting Agreement (Navteq Corp)
Agreements and Covenants. The Company shall have performed or and complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physicians Formula Holdings, Inc.), Agreement and Plan of Merger (Physicians Formula Holdings, Inc.)
Agreements and Covenants. The Company and the Members shall have performed or complied in all material respects all of their respective obligations and complied with all of their respective agreements and covenants required by this Agreement to be performed or complied with by it on them under this Agreement at or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.), Business Combination Agreement (57th Street General Acquisition Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the First Merger Effective Time.
Appears in 2 contracts
Samples: Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Business Combination Agreement (Beard Energy Transition Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (iClick Interactive Asia Group LTD), Agreement and Plan of Merger (Nord Anglia Education, Inc.)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with all agreements respects, each covenant, agreement and covenants obligation required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qualtrics International Inc.), Agreement and Plan of Merger (Aegion Corp)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cybersource Corp), Agreement and Plan of Merger (Visa Inc.)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement and the Ancillary Agreements to which it is a party on or prior to the Effective Time.Second Closing;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Norsk Hydro a S A), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Agreements and Covenants. The Company shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Effective Time.Closing; and
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement Agreement, in each case to be performed or complied with by it such person on or prior to the Effective TimeClosing Date, except where compliance with any such obligation, agreement or covenant has been waived in writing by the SPAC.
Appears in 2 contracts
Samples: Business Combination Agreement (Focus Impact Acquisition Corp.), Business Combination Agreement (Insight Acquisition Corp. /DE)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date; provided, however, that the Company shall have performed or complied in all respects with Section 5.13 and Section 5.16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micron Technology Inc), Agreement and Plan of Merger (Lexar Media Inc)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kanbay International Inc), Agreement and Plan of Merger (Cap Gemini Sa)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of the agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xueda Education Group), Agreement and Plan of Merger (SYSWIN Inc.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements the covenants and covenants obligations required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Effective Time.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boykin Lodging Co), Agreement and Plan of Merger (Red Lion Inns Limited Partnership)
Agreements and Covenants. The Company and each Participating Company Stockholder shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed performed, or complied with by it on or prior to the Effective Time.
Appears in 2 contracts
Samples: Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.), Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement Agreement, in each case to be performed or complied with by it such person on or prior to the Effective TimeDate, except where compliance with any such obligation, agreement or covenant has been waived in writing by the Parent.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of its obligations, agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
Agreements and Covenants. The Company and Members shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeFirst Closing Date.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all of its agreements and covenants set forth herein that are required by this Agreement to be performed or complied with by it on at or prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Charles River Associates Inc)
Agreements and Covenants. The Company shall have performed or complied with all obligations and covenants in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it the Company on or prior to before the Effective TimeClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avid Technology, Inc.)
Agreements and Covenants. (i) The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, and (ii) the Significant Shareholders shall have performed or complied in all material respects with all agreements and covenants required by the Voting and Subscription Agreement to be performed or complied with on or prior to the Effective Time.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Exchange Agreement (Skyline Corp)
Agreements and Covenants. The Company and the Partnership shall have performed or complied in all material respects with respects, all obligations, and complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it them under this Agreement (except for Section 7.10(a)) on or prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MPG Office Trust, Inc.)
Agreements and Covenants. The Company shall have performed or ------------------------ complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to before the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pulsepoint Communications)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all material agreements and material covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD)
Agreements and Covenants. The Company shall have performed or and complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeDate.
Appears in 1 contract
Samples: Share Exchange Agreement (China Dongfang Healthcare Group Inc.)
Agreements and Covenants. The Company shall have performed or in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants required by under this Agreement to be performed or complied with by it them on or prior to the Effective TimeShare Exchange Closing Date.
Appears in 1 contract
Samples: Business Combination Agreement
Agreements and Covenants. The Company and the Member Representative shall have performed or complied complied, in each case, in all material respects with all agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it the Company and the Member Representative on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Joinder Agreement (Roman DBDR Tech Acquisition Corp.)
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Ancillary Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Agreements and Covenants. The Company Parties shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it the Company Parties on or prior to the Partnership Merger Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Hotels & Resorts, Inc)
Agreements and Covenants. Section 6.2.2.1 The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Ancillary Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Share Purchase Agreement (Tessera Technologies Inc)
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with respects, all agreements obligations and covenants required by this Agreement to be performed or complied with by it the Company on or prior to before the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Second Effective Time.
Appears in 1 contract
Samples: Business Combination Agreement (Haymaker Acquisition Corp. II)
Agreements and Covenants. The Company shall have performed or complied (i) in all respects with its obligations, agreements and covenants described in Section 1.7 and (ii) in all material respects respects, with all each of its other obligations, agreements and covenants required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Company and the Company Equityholders shall have performed or complied in all material respects with all agreements covenants and covenants required by obligations of this Agreement required to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (American Well Corp)
Agreements and Covenants. The Company shall will have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or complied with, in all material respects with all agreements respects, each covenant, agreement and covenants obligation required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Company shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or and complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)
