Agreements and Covenants. Parent and Merger Sub 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 46 contracts
Samples: Merger Agreement and Plan of Reorganization (Progressive Care Inc.), Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (Progressive Care Inc.)
Agreements and Covenants. Parent and Merger Sub 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 36 contracts
Samples: Agreement and Plan of Merger (Jaguar Animal Health, Inc.), Agreement and Plan of Merger (American Realty Capital Global Trust II, Inc.), Agreement and Plan of Merger (Symmetry Surgical Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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 31 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. Parent and Merger Sub 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 17 contracts
Samples: Agreement and Plan of Merger (Kongzhong Corp), Agreement and Plan of Merger (iKang Healthcare Group, Inc.), Agreement and Plan of Merger (Wang Benson Haibing)
Agreements and Covenants. Parent and Merger Sub 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 14 contracts
Samples: Agreement and Plan of Merger (Synutra International, Inc.), Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Ali YK Investment Holding LTD)
Agreements and Covenants. Each of Parent and Merger Sub 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 13 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avis Budget Group, Inc.), Agreement and Plan of Merger (Zipcar Inc)
Agreements and Covenants. Parent and Merger Sub 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 12 contracts
Samples: Agreement and Plan of Merger (Asv Holdings, Inc.), Agreement and Plan of Merger (Metaldyne Performance Group Inc.), Agreement and Plan of Merger (SKY-MOBI LTD)
Agreements and Covenants. Each of Parent and Merger Sub 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 the Company shall have received a certificate of a duly authorized officer of Parent to that effect;
Appears in 11 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Second Amended and Restated Agreement and Plan of Merger (JK Acquisition Corp.)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub on or prior to the Effective TimeClosing Date.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Hailiang Education Group Inc.), Agreement and Plan of Merger (China Customer Relations Centers, Inc.), Agreement and Plan of Merger (Gridsum Holding Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, all obligations or 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 on or prior to the Effective Time.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Nuco2 Inc /Fl), Agreement and Plan of Merger (Landrys Restaurants Inc), Agreement and Plan of Merger (Brands Holdings LTD)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of Parent.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.), Agreement and Plan of Merger (Oro Capital Corporation, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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), Voting and Support Agreement (Nordson Corp), Agreement and Plan of Merger (Atrion Corp)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Genesys Telecommunications Laboratories Inc), Agreement and Plan of Reorganization (Cirrus Logic Inc), Agreement and Plan of Merger (Autodesk Inc)
Agreements and Covenants. Parent and Merger Sub 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 them at or prior to the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Highpower International, Inc.), Agreement and Plan of Merger (Ho Chi Sing), Agreement and Plan of Merger (Perfect World Co., Ltd.)
Agreements and Covenants. Parent and Merger Sub 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 each of them 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
Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/), Agreement and Plan of Merger (Sorrento Networks Corp)
Agreements and Covenants. Parent and Merger Sub 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 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
Samples: Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc)
Agreements and Covenants. Parent and Merger Sub 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 them on or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mercury Computer Systems Inc), Agreement and Plan of Merger (Shutterfly Inc), Agreement and Plan of Merger (Harris Stratex Networks, Inc.)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub, as applicable, on or prior to the Effective TimeClosing Date.
Appears in 6 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. Each of Parent and Merger Sub Subsidiary 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 5 contracts
Samples: Agreement and Plan of Merger (Logicvision Inc), Agreement and Plan of Merger (Sigma Designs Inc), Agreement and Plan of Merger (Incyte Genomics Inc)
Agreements and Covenants. Parent and Merger Sub 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, except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of Parent) does not, or will not, constitute a Material Adverse Effect with respect to Parent, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 5 contracts
Samples: Merger Agreement (Ithaka Acquisition Corp), Agreement and Plan of Merger (Juniper Partners Acquisition Corp.), Merger Agreement (Ithaka Acquisition Corp)
Agreements and Covenants. Each of Parent and Merger Acquisition Sub 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 5 contracts
Samples: Agreement and Plan of Merger (Acorda Therapeutics Inc), Agreement and Plan of Merger (Myriad Genetics Inc), Agreement and Plan of Merger (Investment Technology Group Inc)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed on behalf of Parent by the President and the Chief Financial Officer of Parent;
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Summit Technology Inc)
Agreements and Covenants. Parent and Merger Sub 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 Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Phazar Corp), Agreement and Plan of Merger (Telaxis Communications Corp), Agreement and Plan of Merger (Phazar Corp)
Agreements and Covenants. Parent and Merger Sub 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 the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the covenants of Parent, by an authorized senior executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized officer of Merger Sub.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Overture Services Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, 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, 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
Samples: Agreement and Plan of Reorganization (Chaparral Energy, Inc.), Registration Rights Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (United Refining Energy Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Parent Document to be performed or complied with by it Parent or Merger Sub on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.), Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.), Agreement and Plan of Merger (TBX Resources Inc)
Agreements and Covenants. Parent and Merger Sub shall will have performed or complied with in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time. Company will have received a certificate to such effect signed by an officer of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.), Agreement and Plan of Merger and Reorganization (DropCar, Inc.), Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.)
Agreements and Covenants. Parent and Merger Sub 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., 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 4 contracts
Samples: Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (KKR Associates)
Agreements and Covenants. Parent and Merger Sub 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., 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
Samples: Agreement and Plan of Merger (FORM Holdings Corp.), Employment Agreement (Document Security Systems Inc), Agreement and Plan of Merger (Vringo Inc)
Agreements and Covenants. Parent Parent, Merger Sub I and Merger Sub II 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 First Effective Time. The Company shall have received a certificate signed by an officer of Parent on its behalf to the foregoing effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (FGL Holdings), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Agreements and Covenants. Parent and Merger Sub 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 before the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Robinson Nugent Inc), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Integrated Alarm Services Group Inc)
Agreements and Covenants. Parent and Merger Sub 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., 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
Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/), Agreement and Plan of Merger (Scott Technologies Inc), Agreement and Plan of Merger (Scott Technologies Inc)
Agreements and Covenants. Parent and Merger Sub 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 each of them 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 4 contracts
Samples: Agreement and Plan of Merger (Paradyne Networks Inc), Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Ecost Com Inc)
Agreements and Covenants. Parent and Merger Sub 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, 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
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (North American Oil & Gas Corp.), Agreement and Plan of Merger (Terra Tech Corp.)
Agreements and Covenants. Parent and Merger Sub 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., 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
Samples: Agreement and Plan of Merger (Netgain Development Inc), Agreement and Plan of Merger (Just for Feet Inc), Agreement and Plan of Merger (Oxford Automotive Inc)
Agreements and Covenants. Parent and Merger Sub 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 TimeClosing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (Agilysys Inc), Agreement and Plan of Merger (Viisage Technology Inc)
Agreements and Covenants. Parent and Merger Sub Co 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 (King Luther Capital Management Corp), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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 3 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International), Agreement and Plan of Merger (Shurgard Storage Centers Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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 (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
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD)
Agreements and Covenants. Each of Parent and Merger Sub 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 Parent shall have performed or complied in all respects with the covenants contained in Section 5.2(ii).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sonat Inc), Agreement and Plan of Merger (Zilkha Michael), Agreement and Plan of Merger (El Paso Energy Corp/De)
Agreements and Covenants. Parent and Merger Sub 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 (Cray Research Inc), Merger Agreement and Plan of Reorganization (Surge Components Inc), Agreement and Plan of Merger (JRC Acquisition Corp)
Agreements and Covenants. Parent and Merger Sub 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 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (American Safety Insurance Holdings LTD), Agreement and Plan of Merger (Pall Corp)
Agreements and Covenants. Parent and Merger Sub 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., and the Company shall have received a certificate to such effect signed by the President of Parent;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Vons Companies Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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 the Company shall have received a certificate of a duly authorized officer of Parent to that effect; and
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synchronoss Technologies Inc), Escrow Agreement (Mgi Pharma Inc), Agreement and Plan of Merger (Mgi Pharma Inc)
Agreements and Covenants. Parent Parent, First Merger Sub and Second Merger Sub 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 them 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. Parent and Merger Sub 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 each of them on or prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.), Agreement and Plan of Merger (Gevity Hr Inc), Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.)
Agreements and Covenants. Parent and Merger Sub 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, and the Company shall have received a certificate to such effect signed by the President and Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc), Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Constellation Brands Inc)
Agreements and Covenants. Parent and Merger Sub 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, 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 material adverse effect on the ability of Parent or Merger Sub to consummate the Merger, and the Company shall have received a certificate to such effect signed by the Chief Financial Officer of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mapquest Com Inc), Agreement and Plan of Merger (Generex Biotechnology Corp), Agreement and Plan of Merger (America Online Inc)
Agreements and Covenants. Parent and Merger Sub shall each 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: Escrow Agreement (Dgse Companies Inc), Agreement and Plan of Merger and Reorganization (Superior Galleries Inc)
Agreements and Covenants. Parent and Merger Sub 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 Time. Company will have received a certificate to such effect signed by an officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Zev Ventures Inc.), Agreement and Plan of Merger and Reorganization (Senseonics Holdings, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material 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, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of Parent.
Appears in 2 contracts
Samples: Indemnification Agreement (Oryon Holdings, Inc.), Agreement and Plan of Merger (Abtech Holdings, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, 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, 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
Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Agreement and Plan of Reorganization (FlatWorld Acquisition Corp.)
Agreements and Covenants. Parent and Merger Sub 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 Time. The Company will have received a certificate to such effect signed by an officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.), Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES Corp)
Agreements and Covenants. Parent and Merger Sub and Parent shall have performed or complied in all material respects with all agreements agreement and covenants required by this Agreement to be performed or complied with by it on or them under this Agreement 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
Samples: Agreement and Plan of Merger (Party City Corp), Agreement and Plan of Merger (Amscan Holdings Inc)
Agreements and Covenants. Parent and Merger Sub 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 before the Effective Time., and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent. (c)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
Agreements and Covenants. Parent and Merger Sub 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 the Company shall have received a certificate of an officer of Parent to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects materials respect 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, and the Company shall have received a certificate to the foregoing effect signed by the President and Chief Financial Officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Merger (Mastering Inc)
Agreements and Covenants. Each of Parent and Merger Sub 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. Parent and Merger Sub 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. Parent, Parent LP and Merger Sub 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: Voting Agreement (Parkway Properties Inc), Voting Agreement (Thomas Properties Group Inc)
Agreements and Covenants. Parent and Merger Sub 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 (RMR Industrials, Inc.), Agreement and Plan of Merger (RMR Industrials, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by its obligations under 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 (Meadowbrook Insurance Group Inc), Agreement and Plan of Merger (Ubiquity, Inc.)
Agreements and Covenants. The Parent Entities and the Merger Sub Subs 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. Parent and Merger Sub 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 2 contracts
Samples: Agreement and Plan of Merger (Epocrates Inc), Agreement and Plan of Merger (Athenahealth Inc)
Agreements and Covenants. Mx. Xxx, Parent and Merger Sub MergerSub 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 Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)
Agreements and Covenants. Parent and Merger Sub MergerSub 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.; and
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. Each of Parent and Merger the Sub 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 each of them on or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Isg Resources Inc), Agreement and Plan of Merger (Headwaters Inc)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, 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, 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
Samples: Agreement and Plan of Merger (FMG Acquisition Corp), Agreement and Plan of Merger (FMG Acquisition Corp)
Agreements and Covenants. Parent and Merger Sub 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., 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
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)
Agreements and Covenants. Parent and Merger Sub 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, in each case in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Agreement and Plan of Merger (Harmony Merger Corp.)
Agreements and Covenants. Each of Parent and Merger Sub Subsidiary 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 (Safeguard Scientifics Inc), Agreement and Plan of Merger (Compucom Systems Inc)
Agreements and Covenants. Parent and Merger Sub Subsidiary 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 of Merger and Reorganization (Steel Dynamics Inc), Agreement of Merger and Reorganization (Roanoke Electric Steel Corp)
Agreements and Covenants. Parent and Merger Sub 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. Parent and Merger Sub 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 Parent and Merger Sub on or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Agreement of Merger and Acquisition (Tilray, Inc.), Agreement of Merger and Acquisition (Aphria Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements its covenants and covenants required by obligations of this Agreement required 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 (NantKwest, Inc.), Agreement and Plan of Merger (NantKwest, Inc.)
Agreements and Covenants. Parent and Each of Parent, Merger Sub I, Merger Sub II and the 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 Company Merger Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extra Space Storage Inc.), Agreement and Plan of Merger (SmartStop Self Storage, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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 the Company shall have received a certificate of a duly authorized officer of Parent to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger and Reorganization (DemandTec, Inc.)
Agreements and Covenants. Parent and each Merger Sub 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 them 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. Parent and Merger Sub 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 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
Samples: Agreement and Plan of Merger (Dress Barn Inc), Agreement and Plan of Merger (Tween Brands, Inc.)
Agreements and Covenants. Each of Parent and Merger Sub 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 2 contracts
Samples: Agreement and Plan of Merger (RDA Microelectronics, Inc.), Agreement and Plan of Merger (Spreadtrum Communications Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied complied, in all material respects 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.Closing;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Regeneration Technologies Inc), Agreement and Plan of Merger (Tutogen Medical Inc)
Agreements and Covenants. Parent Parent, BV Sub and Merger Sub 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 2 contracts
Samples: Agreement and Plan of Merger (Navteq Corp), Stockholder Voting Agreement (Navteq Corp)
Agreements and Covenants. Each of Parent and Merger Sub 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. Parent and Merger Sub 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cap Gemini Sa), Agreement and Plan of Merger (Kanbay International Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements each of the covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by it them on or prior to the Effective TimeClosing Date, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent and Merger Sub.
Appears in 2 contracts
Samples: Lock Up Agreement (Secure Computing Corp), Agreement and Plan of Merger (Avocent Corp)
Agreements and Covenants. The Parent and Merger Sub shall each 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 them on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.), Agreement and Plan of Merger (Amicus Therapeutics Inc)
Agreements and Covenants. Parent Parent, Midco and Merger Sub 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 them at or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chen Chris Shuning), Agreement and Plan of Merger (Pactera Technology International Ltd.)
Agreements and Covenants. Parent and Merger Sub 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 them 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
Samples: Agreement and Plan of Merger (Carrier Access Corp), Agreement and Plan of Merger (Informatica Corp)
Agreements and Covenants. Parent and Merger Sub 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 in all material respects, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Agreements and Covenants. Parent Parent, Merger Sub and Merger Sub LLC 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 (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Matria Healthcare Inc)
Agreements and Covenants. Parent and Merger Sub 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., 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
Samples: Employment Agreement (National Media Corp), Agreement and Plan of Reorganization and Merger (E Tek Dynamics Inc)
Agreements and Covenants. Parent Each of Parent, Merger Sub and Merger Sub LLC 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 2 contracts
Samples: Agreement and Plan of Merger (Nicor Inc), Agreement and Plan of Merger (Agl Resources Inc)
Agreements and Covenants. Parent and Merger Sub 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 (Abaxis Inc), Agreement and Plan of Merger (Zoetis Inc.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied compiled 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, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Agreement and Plan of Reorganization (Triangle Pharmaceuticals Inc)
Agreements and Covenants. Parent and Merger Sub 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 2 contracts
Samples: Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (Aspect Software Group Holdings Ltd.)
Agreements and Covenants. Parent and Merger Sub shall each 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. The Company shall have received a certificate of a responsible officer of Parent and Merger Sub to that effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied performed, in all material respects with respects, its obligations and complied with, in all material respects, 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 2 contracts
Samples: Agreement and Plan of Merger (Amcomp Inc /Fl), Agreement and Plan of Merger (Employers Holdings, Inc.)
Agreements and Covenants. Parent and the Merger Sub Subs shall have performed or complied in all material respects with all agreements and covenants required by this Agreement (other than in Section 7.24(b)) to be performed or complied with by it them on or prior to the Effective TimeClosing Date, in each case in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Value Acquisition Corp.)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub on or prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beverly Enterprises Inc)
