Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing Date.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Numerex Corp /Pa/), Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Capital Bank Financial Corp.)
Performance of Obligations of Parent. Each of Parent and Citizens shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other covenants and obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (CVB Financial Corp), Voting and Support Agreement (CVB Financial Corp)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement each of them at or prior to the Closing DateEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diversified Healthcare Trust), Agreement and Plan of Merger (Office Properties Income Trust)
Performance of Obligations of Parent. Parent shall have performed or complied in all respects with all agreements and covenants required to be performed by it under this Agreement at or prior to before the Closing Date that are qualified as to materiality or Material Adverse Effect or similar qualifiers set forth herein, and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to before the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ALTERRA CAPITAL HOLDINGS LTD), Agreement and Plan of Merger (Markel Corp)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time; and Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Landamerica Financial Group Inc), Agreement and Plan of Merger (Capital Title Group Inc)
Performance of Obligations of Parent. Parent shall have performed or in all material respects and complied with in all agreements material respects all agreements, covenants and covenants obligations required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DatePartnership Merger Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other each of its obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integral Systems Inc /Md/)
Performance of Obligations of Parent. Parent shall have ------------------------------------ performed or complied with in all agreements and covenants material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fairfield Communities Inc)
Performance of Obligations of Parent. Parent shall have performed or complied with in all agreements material respects all obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateCompany Merger Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hersha Hospitality Trust)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants obligations in all material respects required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 1 contract
Samples: Operating Agreement (AMHN, Inc.)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to each of the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing Date.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed or complied with in all agreements material respects all of the agreements, covenants and covenants obligations in this Agreement required to be performed by it under this Agreement at on or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (State National Bancshares, Inc.)
Performance of Obligations of Parent. Parent shall have performed or complied in all respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect or similar qualifiers set forth herein, and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing Date.
Appears in 1 contract
Performance of Obligations of Parent. Parent shall have performed or complied with in all agreements material respects all obligations, and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing Datehereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manhattan Pharmaceuticals Inc)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing.
Appears in 1 contract
Samples: Iv Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Performance of Obligations of Parent. Parent shall have performed or in all material respects all of the obligations, and complied in all material respects with all the agreements and covenants covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Share Exchange Closing Date.
Appears in 1 contract
Samples: Voting Agreement (Iomai Corp)
Performance of Obligations of Parent. Parent shall have performed or complied with in all agreements and covenants material respects all obligations required to be performed by it them under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time.
Appears in 1 contract
Samples: Business Combination Agreement (Catalyst Biosciences, Inc.)
Performance of Obligations of Parent. Parent shall have performed or complied with in all agreements and covenants material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date (provided, that are qualified as to materiality or Material Adverse Effect the covenants of Parent set forth in Section 2.15 and Section 6.19 shall have been performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing Daterespects).
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Merger (ROI Acquisition Corp.)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other the agreements, covenants and obligations required to be performed by it under this Agreement at or prior to the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flushing Financial Corp)
Performance of Obligations of Parent. Parent shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing Date.
Appears in 1 contract
