Common use of Performance of Obligations of the Company Clause in Contracts

Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at or prior to the Closing Date, and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of the Company by a duly authorized officer of the Company to that effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)

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Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with by it under this Agreement at or prior to the Closing Date, and Buyer . Justice shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized an officer of the Company including a statement to that the foregoing effect.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (Burger King Holdings Inc)

Performance of Obligations of the Company. The Company shall have performed and or complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at by it under this Agreement on or prior to the Closing Date, and Buyer Purchaser shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized an officer of the Company to stating that effectthe conditions specified in this Section 6.02(b) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RealD Inc.)

Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at by it under this Agreement on or prior to the Closing Date, ; and Buyer the Purchaser shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized officer the manager of the Company to that such effect.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Vantiv, Inc.)

Performance of Obligations of the Company. The Company shall have performed and complied with in all material respects with all of its covenants covenants, obligations and other obligations under conditions in this Agreement required to be performed or and complied with by it under this Agreement at or prior to the Closing Date, and Buyer . The Purchaser shall have received a certificate, dated certificate signed by the Closing Date, signed on behalf of the Company by a duly authorized officer President of the Company to that such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celsion CORP)

Performance of Obligations of the Company. The Company shall have performed and complied have, in all material respects respects, performed or complied with all of its covenants and other material obligations under this Agreement required to be performed or complied with at or prior to by it under this Agreement by the Closing Datetime of the Closing, and Buyer the Sponsor Entities shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized the chief financial officer of the Company to that such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Michaels Stores Inc)

Performance of Obligations of the Company. The Company shall have performed and or complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at by it under this Agreement on or prior to the Closing Date, and Buyer Parent shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized an officer of the Company to stating that effectthe conditions specified in this Section 6.02(b) have been satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Investors Heritage Capital Corp)

Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at by it under this Agreement on or prior to the Closing Date, ; and Buyer shall have received a certificate, certificate dated as of the Closing Date, signed on behalf of the Company by a duly authorized an executive officer of the Company certifying as to that effectthe fulfillment of the foregoing condition.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Illumina Inc)

Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed by it under this Agreement on or complied with at or prior to before the Closing Date, ; and Buyer shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized an officer of the Company to such effect. For the avoidance of doubt, the satisfaction or waiver of the condition set forth in Section 7.2(d) shall preclude Buyer and Merger Sub from asserting that effectthe condition the Company’s obligations under Sections 6.10(a), 6.11 or 6.12 have not been performed for purposes of this Section 7.2(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spacedev, Inc.)

Performance of Obligations of the Company. The Company shall have performed and or complied in all material respects with all of its obligations and covenants and other obligations under required by this Agreement required to be performed or complied with at or by the Company prior to or on the Closing Dateday of the Closing, and Buyer Investor shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized each of the Responsible Officer and the principal financial officer of the Company to that effectsuch effect (such certificate, together with the certificate to be delivered in accordance with Section 5.02(a), the “Reorganized Company’s Closing Certificate”).

Appears in 1 contract

Samples: Investment Agreement

Performance of Obligations of the Company. The Company shall have performed and or complied in all material respects with all of its obligations and covenants and other obligations under required by this Agreement required to be performed or complied with at or by the Company prior to or on the Closing Dateday of the Closing, and Buyer Investor shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized each of the chief executive officer and the chief financial officer of the Company to that effectsuch effect (such certificate, together with the certificate to be delivered in accordance with Section 5.02(a), the “Reorganized Company’s Closing Certificate”).

Appears in 1 contract

Samples: Investment Agreement (Interstate Bakeries Corp/De/)

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Performance of Obligations of the Company. The Company shall ----------------------------------------- have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at or by it under this Agreement prior to the Closing Date, and Buyer shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized an executive officer of the Company to that such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paragon Technologies Inc)

Performance of Obligations of the Company. The Company shall have ----------------------------------------- performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at by it under this Agreement on or prior to the Closing Date, ; and the Buyer shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized the chief executive officer or the chief financial officer of the Company to that such effect.

Appears in 1 contract

Samples: Terms Agreement (Telemundo Holding Inc)

Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with by it under this Agreement at or prior to the Closing DateClosing, and the Buyer shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized officer of the Company to that such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthgate Data Corp)

Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with by it under the Plan at or prior to the Closing DateEffective Time, and Buyer Purchaser shall have received a certificate, dated the Closing Effective Date, signed on behalf of the Company by a duly authorized an officer of the Company to such effect; provided, however, that effectthe failure to obtain the termination described in Section 5.13 shall not be deemed to be a failure of the Company to have performed any of its obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Practiceworks Inc)

Performance of Obligations of the Company. The Company shall have performed performed, and complied be in compliance with, in all material respects with respects, all of its agreements, covenants and other obligations under this Agreement required to be performed or complied with by it under this Agreement and the Company Ancillary Agreements at or prior to the Closing Date, ; and Buyer shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized the President or an officer of the Company to that such effect.

Appears in 1 contract

Samples: Stockholder Support and Option Agreement (Mgi Pharma Inc)

Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed or complied with at by them under this Agreement on or prior to the Closing Date, ; and Buyer the Purchaser shall have received a certificate, dated the Closing Date, certificate signed on behalf of the Company by a duly authorized officer the manager of the Company to that such effect.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Casella Waste Systems Inc)

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