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 Parent and/or Merger Sub on or prior to the Closing Date.
Appears in 11 contracts
Sources: Merger Agreement (Hailiang Education Group Inc.), Merger Agreement (China Customer Relations Centers, Inc.), Merger Agreement (Gridsum Holding 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 Parent and/or Merger Sub it on or prior to the Closing Date.Effective Time, and the Company shall have received a certificate of a duly authorized officer of Parent to that effect;
Appears in 11 contracts
Sources: Agreement and Plan of Merger (Lenco Mobile Inc.), Merger Agreement (Lenco Mobile Inc.), Merger Agreement (JK Acquisition Corp.)
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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time.
Appears in 10 contracts
Sources: Agreement and Plan of Merger (Despegar.com, Corp.), Merger Agreement (Universal Stainless & Alloy Products Inc), Merger Agreement (Nordson 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed by the President and Chief Executive Officer of Parent.
Appears in 9 contracts
Sources: Merger Agreement (Phoenix Plus Corp.), Merger Agreement (Synergy CHC Corp.), Merger Agreement (Synergy CHC Corp.)
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 Parent and/or Merger Sub them under this Agreement on or prior to the Closing DateEffective Time.
Appears in 8 contracts
Sources: Merger Agreement (Landrys Restaurants Inc), Merger Agreement (Nuco2 Inc /Fl), Merger Agreement (Brands Holdings LTD)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 7 contracts
Sources: Merger Agreement (Looksmart LTD), Merger Agreement (Software Com Inc), Merger Agreement (Goto Com Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub Sub, as applicable, on or prior to the Closing Date.
Appears in 6 contracts
Sources: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc), Merger Agreement (Hecla Mining Co/De/)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub each of them on or prior to the Closing DateEffective Time. The Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 6 contracts
Sources: Merger Agreement (RespireRx Pharmaceuticals Inc.), Merger Agreement (Cortex Pharmaceuticals Inc/De/), Merger Agreement (Zhone Technologies Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub it on or prior to the Closing DateEffective 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
Sources: Merger Agreement (Ariba Inc), Merger Agreement (I Many Inc), Merger Agreement (Ariba 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 Parent and/or Merger Sub on them at or prior to the Closing DateEffective Time.
Appears in 6 contracts
Sources: Merger Agreement (Highpower International, Inc.), Merger Agreement (Ho Chi Sing), Merger Agreement (Perfect World Co., Ltd.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub on them at or prior to the Closing Date; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 6 contracts
Sources: Merger Agreement (Emc Corp), Merger Agreement (Captiva Software Corp), Merger Agreement (Gartner 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 Parent and/or Merger Sub them on or prior to the Closing Date.
Appears in 6 contracts
Sources: Merger Agreement (Mercury Computer Systems Inc), Merger Agreement (Shutterfly Inc), Agreement and Plan of Merger (Entrust Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub it on or prior to the Closing Date; and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent and Merger Sub by a duly authorized officer of Parent.
Appears in 6 contracts
Sources: Agreement and Plan of Merger (Nuance Communications, Inc.), Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Secure Computing 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 Parent and/or Merger Sub them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 5 contracts
Sources: Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services 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 Parent and/or Merger Sub on them at or prior to the Closing DateEffective Time.
Appears in 5 contracts
Sources: Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp), Merger Agreement (P Com Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 5 contracts
Sources: Merger Agreement (Artisan Components Inc), Merger Agreement (Niku Corp), Agreement and Plan of Reorganization (Red Hat Inc)
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 Parent and/or Merger Sub on it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 5 contracts
Sources: Merger Agreement (Acorda Therapeutics Inc), Agreement and Plan of Merger (Myriad Genetics Inc), Merger Agreement (Investment Technology Group Inc)
Agreements and Covenants. Each of Parent and Merger Sub Subsidiary shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub it on or prior to the Closing DateEffective Time.
Appears in 5 contracts
Sources: Merger Agreement (Riverstone Networks Inc), Merger Agreement (Incyte Genomics Inc), Merger Agreement (Logicvision Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date.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
Sources: Merger Agreement (Summit Technology Inc), Merger Agreement (Registry Inc), Merger Agreement (Registry 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent.
Appears in 5 contracts
Sources: Agreement and Plan of Reorganization (Cardiogenesis Corp), Merger Agreement (Xcarenet Inc), Agreement and Plan of Reorganization (Dtomi 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 Parent and/or Merger Sub them on or prior to the Closing Date.Effective Time, and the Company shall have received a certificate to such effect signed by the Chairman and the Chief Financial Officer of Parent;
Appears in 4 contracts
Sources: Merger Agreement (Oxford Automotive Inc), Merger Agreement (Just for Feet Inc), Merger Agreement (Netgain Development Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed on behalf of Parent by the President of Parent.
Appears in 4 contracts
Sources: Merger Agreement (One2one Living Corp), Merger Agreement (North American Oil & Gas Corp.), Merger Agreement (Terra Tech Corp.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date.Effective Time, and the Company shall have received a certificate of Parent to such effect signed by the President or Chief Financial Officer of Parent;
Appears in 4 contracts
Sources: Merger Agreement (Tyco International LTD /Ber/), Merger Agreement (Scott Technologies Inc), Agreement and Plan of Merger (Mallinckrodt Inc /Mo)
Agreements and Covenants. Parent and Merger Sub shall have performed 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 Parent and/or or Merger Sub on or prior to the Closing Date.
Appears in 4 contracts
Sources: Merger Agreement (Research Pharmaceutical Services, Inc.), Merger Agreement (Research Pharmaceutical Services, Inc.), Merger Agreement (Research Pharmaceutical Services, Inc.)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing Date.Effective Time, except for any failure to perform or comply with such agreements and covenants which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect;
Appears in 4 contracts
Sources: Merger Agreement (FORM Holdings Corp.), Merger Agreement (Document Security Systems Inc), Merger Agreement (Vringo Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to before the Closing DateEffective Time.
Appears in 4 contracts
Sources: Merger Agreement (Robinson Nugent Inc), Merger Agreement (Minnesota Mining & Manufacturing Co), Merger Agreement (Integrated Alarm Services Group Inc)
Agreements and Covenants. Parent and Merger Sub shall 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time. Company will have received a certificate to such effect signed by an officer of Parent.
Appears in 4 contracts
Sources: Merger Agreement (Myos Rens Technology Inc.), Merger Agreement (DropCar, Inc.), Merger Agreement (Alliqua BioMedical, Inc.)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (PMC Sierra Inc), Agreement and Plan of Reorganization (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Quantum Effect Devices 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 Parent and/or Merger Sub on it under this Agreement at or prior to the Closing DateEffective Time, including, without limitation, the resignation from the Board of Directors of Parent of those persons currently on the Board of Directors of Parent who are not named as directors following the Effective Time in the Proxy Statement.
Appears in 4 contracts
Sources: Merger Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (United Refining Energy Corp)
Agreements and Covenants. Parent and Merger Sub shall 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time. The Company will have received a certificate to such effect signed by an officer of Parent.
Appears in 4 contracts
Sources: Merger Agreement (CWR 1, LLC), Merger Agreement (Trustfeed Corp.), Merger Agreement (Brain Scientific 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 Parent and/or Merger Sub each of them on or prior to the Closing DateEffective 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
Sources: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Pfsweb Inc), Merger Agreement (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 Parent and/or Merger Sub them on or prior to the Closing Date.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
Sources: Merger Agreement (Adt Limited), Merger Agreement (Adt Limited), Merger Agreement (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 Parent and/or Merger Sub them on or prior to the Closing Dateand the Company shall have received a certificate to such effect signed by the President and the Chief Executive Officer of Parent.
Appears in 4 contracts
Sources: Merger Agreement (Trizetto Group Inc), Merger Agreement (Trizetto Group Inc), Merger Agreement (Trizetto 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 obligations required by this Agreement to be performed or complied with by Parent and/or Merger Sub on it under this Agreement at or prior to the Closing DateClosing.
Appears in 3 contracts
Sources: Merger Agreement (China Nepstar Chain Drugstore Ltd.), Merger Agreement (Ren Jinsheng), Merger Agreement (Simcere Pharmaceutical Group)
Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by an executive officer of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Fundtech LTD), Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech 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 Parent and/or Merger Sub them on or prior to the Closing Date.Effective Time;
Appears in 3 contracts
Sources: Offer to Purchase (JRC Acquisition Corp), Agreement and Plan of Merger (Cray Research Inc), Merger Agreement (Surge Components Inc)
Agreements and Covenants. Parent 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 Parent and/or Merger Sub on at or prior to the Closing DateEffective Time.
Appears in 3 contracts
Sources: Merger Agreement (Grail, LLC), Merger Agreement (Grail, LLC), Merger Agreement (Illumina, Inc.)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Egghead Com Inc), Merger Agreement (Opentv Corp), Merger Agreement (Onsale 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 Parent and/or Merger Sub each of them on or prior to the Closing DateEffective Time.
Appears in 3 contracts
Sources: Merger Agreement (Fermavir Pharmaceuticals, Inc.), Merger Agreement (Inhibitex, Inc.), Agreement and Plan of Merger (Gevity Hr Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub them in all material respects on or prior to the Closing DateEffective 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 3 contracts
Sources: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods 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 Parent and/or Merger Sub on it at or prior to the Closing DateEffective Time.
Appears in 3 contracts
Sources: Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International), Merger Agreement (Shurgard Storage Centers Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time.
Appears in 3 contracts
Sources: Merger Agreement (Industrial Distribution Group Inc), Merger Agreement (King Luther Capital Management Corp), Merger Agreement (Industrial Distribution Group Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time, except that Parent shall have performed or complied in all respects with the covenants contained in Section 5.2(ii).
Appears in 3 contracts
Sources: Merger Agreement (Zilkha Michael), Merger Agreement (El Paso Energy Corp/De), Merger Agreement (Sonat Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Netopia Inc), Agreement and Plan of Reorganization (McAfee Associates Inc), Merger Agreement (Imall 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 Parent and/or Merger Sub it on or prior to the Closing Date, and the Parent Closing Certificate shall include a provision to that effect.
Appears in 3 contracts
Sources: Merger Agreement (BT Brands, Inc.), Merger Agreement (Legato Merger Corp. Ii), Merger Agreement (Alpine Acquisition Corp.)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
Agreements and Covenants. Parent and Merger Sub each shall have performed or complied in all material respects with all agreements and covenants obligations required by this Agreement to be performed or complied with by Parent and/or Merger Sub on it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 3 contracts
Sources: Merger Agreement (Conexant Systems Inc), Agreement and Plan of Merger (Conexant Systems Inc), Merger Agreement (Standard Microsystems Corp)
Agreements and Covenants. 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time (provided that any agreement or covenant that is qualified by materiality or by reference to a Material Adverse Effect shall have been performed or complied with in all respects on or prior to the Effective Time) and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect.
Appears in 3 contracts
Sources: Merger Agreement (Hub International LTD), Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time.
Appears in 3 contracts
Sources: Merger Agreement (Danaher Corp /De/), Merger Agreement (American Safety Insurance Holdings LTD), Merger Agreement (Pall Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied complied, in all material respects respects, with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing DateClosing. The Company shall have received a certificate to such effect signed by Chief Financial Officer of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp), Merger Agreement (Caliper Life Sciences 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 Parent and/or Merger Sub it on or prior to the Closing Date.Effective Time, and the Company shall have received a certificate of a duly authorized officer of Parent to that effect; and
Appears in 3 contracts
Sources: Merger Agreement (Synchronoss Technologies Inc), Merger Agreement (Mgi Pharma Inc), Merger Agreement (Mgi Pharma Inc)
Agreements and Covenants. Parent and Merger Sub shall have ------------------------ performed or complied in all material respects with all agreements covenants, obligations and covenants required by conditions of this Agreement required to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Cobalt Networks 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 Parent and/or Merger Sub on it under this Agreement at or prior to the Closing DateClosing.
Appears in 3 contracts
Sources: Merger Agreement (WebMD Health Corp.), Merger Agreement (Agilysys Inc), Merger Agreement (Viisage Technology Inc)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub them on or prior to the Closing Date.Effective Time, and the Company shall have received a certificate to such effect signed by the President of Parent;
Appears in 3 contracts
Sources: Merger Agreement (Vons Companies Inc), Merger Agreement (Safeway Inc), Merger Agreement (Safeway Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing Date. The Company shall have received a certificate of a duly authorized officer of Parent and Sub to that effect.
Appears in 2 contracts
Sources: Merger Agreement (Walsh International Inc \De\), Merger Agreement (Pharmaceutical Marketing Services 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective 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
Sources: Merger Agreement (Oryon Holdings, Inc.), Agreement and Plan of Merger (Abtech 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to the foregoing effect signed by the President or Chief Financial Officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Career Education Corp), Merger Agreement (Career Education Corp)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of each of Parent and Merger Sub by an authorized officer of each of Parent and Merger Sub.
Appears in 2 contracts
Sources: Merger Agreement (Remedy Corp), Merger Agreement (Peregrine Systems 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of an officer of Parent to that effect.
Appears in 2 contracts
Sources: Merger Agreement (Viacom Inc), Merger Agreement (Viacom Inc)
Agreements and Covenants. Parent and Merger Sub 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective 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
Sources: Merger Agreement (Mastering Inc), Merger Agreement (Platinum Technology 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 Parent and/or Merger Sub them on or prior to the Closing 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
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (Avocent 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective 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
Sources: Merger Agreement (Edison Oncology Holding Corp), Merger Agreement (Edison Oncology Holding Corp)
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 Parent and/or Merger Sub it on or prior to the Closing DateClosing.
Appears in 2 contracts
Sources: Merger Agreement (Epicor Software Corp), Merger Agreement (Aspect Software Group Holdings Ltd.)
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 Parent and/or Merger Sub it on or prior to the Closing DateCompany Merger Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Extra Space Storage Inc.), Merger Agreement (SmartStop Self Storage, Inc.)
Agreements and Covenants. Parent and Merger Sub shall 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time. The Company shall have received a certificate of a responsible officer of Parent and Merger Sub to that effect.
Appears in 2 contracts
Sources: Merger Agreement (Caprius Inc), Merger Agreement (Vintage Capital Group, LLC)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and the President of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Paxar Corp), Merger Agreement (International Imaging Materials Inc /De/)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (Endeavor Group Holdings, Inc.), Merger Agreement (Emanuel Ariel)
Agreements and Covenants. Parent and Merger Sub shall have will have, in all material respects, performed or complied in all material respects with all its agreements and covenants required by this Agreement and the Parent Documents to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing DateEffective Time. Company will have received a certificate to such effect signed by an officer of each of Parent and Merger Sub.
Appears in 2 contracts
Sources: Merger Agreement (Minim, Inc.), Merger Agreement (Wavedancer, 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 Parent and/or Merger Sub on them at or prior to the Closing Date; and the Company shall have received a certificate signed by the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Emc Corp), Merger Agreement (Emc Corp)
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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Informatica Corp), Merger Agreement (Carrier Access Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed 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 Parent and/or Merger Sub it on or prior to the Closing Date.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Abaxis Inc), Merger Agreement (Zoetis Inc.)
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 Parent and/or Merger Sub on or them under this Agreement prior to the Closing DateEffective Time, and the Company shall have received a certificate from each of Merger Sub and the Parent signed by its President or a Vice President, respectively, to that effect.
Appears in 2 contracts
Sources: Merger Agreement (Party City Corp), Merger Agreement (Amscan Holdings Inc)
Agreements and Covenants. M▇. ▇▇▇, 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time.
Appears in 2 contracts
Sources: Merger Agreement (Dragon Pharmaceutical Inc), Merger Agreement (Dragon Pharmaceutical Inc)
Agreements and Covenants. Parent and Merger Sub shall in all material respects 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 Parent and/or Merger Sub them on or prior to the Closing Date.Effective Time, and the Company and Shareholders shall have received a certificate of Parent and Merger Sub to such effect signed by the Chief Executive Officer or President of Merger Sub;
Appears in 2 contracts
Sources: Merger Agreement (Ivoice, Inc /De), Merger Agreement (Thomas Pharmaceuticals, Ltd.)
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 Parent and/or Merger Sub them on or prior to the Closing Date.
Appears in 2 contracts
Sources: Merger Agreement (Matinas BioPharma Holdings, Inc.), Merger Agreement (Amicus Therapeutics Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing DateEffective Time except for such failures to perform or comply that do not and will not have any material effects that are adverse to the Company; and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Dallas Semiconductor Corp), Merger Agreement (Maxim Integrated Products 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time. The Company shall have received a certificate of an executive officer of Parent to the foregoing effect.
Appears in 2 contracts
Sources: Merger Agreement (Tween Brands, Inc.), Merger Agreement (Dress Barn Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub them on or prior to the Closing Date.Effective Time, and the Company shall have received a certificate to such effect signed by the President and the Chief Financial Officer of Parent; (c)
Appears in 2 contracts
Sources: Merger Agreement (American Medical Response Inc), Merger Agreement (New Stat Healthcare Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing DateClosing, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Vaxgen Inc), Merger Agreement (Oxigene 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 Parent and/or Merger Sub them on or prior to the Closing Date.
Appears in 2 contracts
Sources: Merger Agreement (Thomas Properties Group Inc), Merger Agreement (Parkway Properties Inc)
Agreements and Covenants. Parent and Merger Sub shall 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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time.
Appears in 2 contracts
Sources: Merger Agreement (Dgse Companies Inc), Merger Agreement (Superior Galleries Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date, in each case in all material respects.
Appears in 2 contracts
Sources: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Harmony Merger Corp.)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Click Commerce Inc), Merger Agreement (Click Commerce 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 Parent and/or and Merger Sub on or prior to the Closing DateClosing.
Appears in 2 contracts
Sources: Merger Agreement (Tilray, Inc.), Merger Agreement (Aphria 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 Parent and/or Merger Sub on it at or prior to the Closing Date.
Appears in 2 contracts
Sources: Merger Agreement (Cybersource Corp), Merger Agreement (Visa 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 Parent and/or Merger Sub them on or prior to the Closing DateEffective Time, and the Company shall have received a certificate to such effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc)
Agreements and Covenants. 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 Parent and/or Merger Sub on them at or prior to the Initial Closing Date or the Closing Date, as the case may be; and the Company shall have received a certificate signed on behalf of Parent by the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 2 contracts
Sources: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Intralase Corp)
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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time, and the Company shall have received a certificate of a duly authorized officer of Parent to that effect.
Appears in 2 contracts
Sources: Merger Agreement (DemandTec, Inc.), Merger Agreement (DemandTec, Inc.)
Agreements and Covenants. Parent and each Merger Sub shall have 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 Parent and/or Merger Sub them on or prior to the Closing Date.
Appears in 2 contracts
Sources: Merger Agreement (International Money Express, Inc.), Merger Agreement (Fintech Acquisition Corp. II)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all material agreements and material covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub it on or prior to the Closing DateClosing.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Psychiatric Solutions Inc), Merger Agreement (Universal Health Services Inc)
Agreements and Covenants. Parent Parent, Merger Sub and Merger Sub LLC shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date.
Appears in 2 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
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 Parent and/or Merger Sub it on or prior to the Closing DateEffective Time.
Appears in 2 contracts
Sources: Merger Agreement (Athenahealth Inc), Merger Agreement (Epocrates Inc)
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 Parent and/or Merger Sub them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed on behalf of Parent and Merger Sub by each of the Chief Executive Officer and Chief Financial Officer of Parent.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks 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 Parent and/or Merger Sub them on or prior to the Closing DateDate in all material respects, and the Parent Closing Certificate shall include a provision to such effect.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Agreements and Covenants. 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 Parent and/or Merger Sub on it under this Agreement at or prior to the Closing DateEffective Time, including, without limitation, the resignation from the Board of Parent of those persons currently on the Board of Parent who are not named as directors following the Effective Time in the Proxy Statement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (FMG Acquisition Corp), Merger Agreement (FMG Acquisition Corp)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub on them at or prior to the Closing DateClosing.
Appears in 2 contracts
Sources: Merger Agreement (Cap Gemini Sa), Merger Agreement (Kanbay International Inc)
Agreements and Covenants. Parent and Parent, Merger Sub and the Contributing Shareholders 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 Parent and/or Merger Sub on or them prior to the Closing Date.Effective Time;
Appears in 2 contracts
Sources: Merger Agreement (Us 1 Industries Inc), Merger Agreement (Us 1 Industries 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 Parent and/or Merger Sub them on or prior before the Effective Time, and the Company shall have received a certificate to the Closing Datesuch effect signed by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Tangible Asset Galleries Inc), Merger Agreement (Tangible Asset Galleries Inc)
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and/or Merger Sub them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Parent by a duly authorized officer of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Medjet Inc), Merger Agreement (Visx 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 Parent and/or Merger Sub on them at or prior to the Closing Date; and the Company shall have received a certificate of Parent signed on behalf of Parent by the chief executive officer and the chief financial officer of Parent to such effect.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Visx Inc), Merger Agreement (Advanced Medical Optics Inc)