Performance of Covenants. Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 65 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger (Cysive Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 59 contracts
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.)
Performance of Covenants. Each covenant The Company shall have performed or obligation that the Company is complied with in all material respects all agreements and covenants required to comply be performed or complied with or to perform by it under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsEffective Time.
Appears in 56 contracts
Samples: Acquisition Agreement (MingZhu Logistics Holdings LTD), Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.)
Performance of Covenants. Each covenant or obligation The covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 42 contracts
Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 40 contracts
Samples: Agreement of Merger (Taro Pharmaceutical Industries LTD), Agreement of Merger (Sun Pharmaceutical Industries LTD), Agreement and Plan of Merger (XOOM Corp)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder.
Appears in 36 contracts
Samples: Plan of Reorganization And (Madison Ventures Inc.), Agreement and Plan of Merger (Sajan Inc), Agreement (INTERACTIVE MULTI MEDIA AUCTION Corp)
Performance of Covenants. Each covenant or obligation that The Company shall have performed in all material respects all obligations, and complied in all material respects with the Company is agreements and covenants, in this Agreement required to comply be performed by or complied with or to perform by it at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 34 contracts
Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.), Agreement and Plan of Merger (Theralink Technologies, Inc.), Agreement and Plan of Merger (IMAC Holdings, Inc.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed by the Company in all material respects.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Flexible Solutions International Inc), Agreement and Plan of Merger and Reorganization (Restoration Robotics, Inc.)
Performance of Covenants. Each covenant or obligation that the Company Seller is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 16 contracts
Samples: Asset Purchase Agreement (Greenfield Groves Inc.), Asset Purchase Agreement (PureBase Corp), Asset Purchase Agreement (Eco Science Solutions, Inc.)
Performance of Covenants. Each covenant The Company will have performed or obligation that the Company is complied in all material respects with all covenants and agreements required to comply with or to perform at be performed by it on or prior to the Closing shall have been complied with and performed in all material respectspursuant to this Agreement.
Appears in 14 contracts
Samples: Purchase Agreement (Avax Technologies Inc), Securities Purchase Agreement (Epiq Systems Inc), Common Stock Purchase Agreement (Sco Group Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Life360, Inc.), Share Purchase Agreement (Primerica, Inc.), Agreement and Plan of Merger (Life360, Inc.)
Performance of Covenants. Each covenant or obligation The covenants in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Superior Drilling Products, Inc.), Agreement and Plan of Merger (Drilling Tools International Corp), Agreement and Plan of Merger (EchoStar CORP)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Patient Infosystems Inc), Agreement and Plan of Merger (Photon Dynamics Inc), Agreement and Plan of Merger and Reorganization (Media 100 Inc)
Performance of Covenants. Each covenant of the covenants or obligation obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed by the Company in all material respects.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Servidyne, Inc.), Agreement and Plan of Merger (Rae Systems Inc), Agreement and Plan of Merger (Rae Systems Inc)
Performance of Covenants. Each covenant or obligation that The Company shall have performed in all material respects all obligations, and complied in all material respects with the Company is agreements and covenants, in this Agreement required to comply be performed by or complied with or to perform by it at or prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (High Tide Inc.), Agreement and Plan of Merger (PRA Health Sciences, Inc.), Agreement and Plan of Merger (Icon PLC)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been performed and complied with and performed in all material respectsrespects with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to or as of the Closing.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Infrastructure Developments Corp.), Share Exchange Agreement (Infrastructure Developments Corp.), Stock Purchase Agreement (Solar Energy LTD)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been performed or complied with and performed in all material respectsrespects with all obligations, agreements and covenants hereunder to be performed or complied with by the Company on or before the Closing Date.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Harrington West Financial Group Inc/Ca), Stock Purchase Agreement (Concordia Financial Services Fund, L.P.), Stock Purchase Agreement (Breeden Douglas T)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been performed and complied with and performed in all material respectsrespects with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to or as of the Closing Date.
Appears in 5 contracts
Samples: Business Combination Agreement (High End Ventures, Inc.), Business Combination Agreement (High End Ventures, Inc.), Business Combination Agreement (High End Ventures, Inc.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is and the Current Board are required to perform or to comply with or pursuant to perform this Agreement at or prior to the Closing shall have been duly performed and complied with and performed in all material respects.
Appears in 5 contracts
Samples: Board Change Agreement (Incomnet Inc), Board Change Agreement (Casey John P), Board Change Agreement (Sun River Mining Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing Date shall have been complied with and performed in all material respects.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Gray Television Inc), Escrow Agreement (Resmed Inc), Agreement and Plan of Merger (WEB.COM Group, Inc.)
Performance of Covenants. Each covenant The Company shall have performed or obligation that the Company is complied in all material respects with all covenants and agreements required to comply with or to perform at be performed by it on or prior to the Closing shall have been complied with and performed in all material respectspursuant to this Agreement.
Appears in 5 contracts
Samples: Subscription Agreement (BioDrain Medical, Inc.), Subscription Agreement (BioDrain Medical, Inc.), Subscription Agreement (BioDrain Medical, Inc.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is Acquired Corporations are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Siebel Systems Inc), Escrow Agreement (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Siebel Systems Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Vertex Pharmaceuticals Inc / Ma)
Performance of Covenants. Each covenant or obligation of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Vizio Holding Corp.), Agreement and Plan of Merger (CarLotz, Inc.), Agreement and Plan of Merger (Second Sight Medical Products Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations set forth in this Agreement that the Company and each of the Stockholders is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Heat Biologics, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.)
Performance of Covenants. Each covenant or obligation The covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 4 contracts
Samples: Agreement and Plan of Mergers (Splunk Inc), Agreement and Plan of Merger (Autodesk Inc), Agreement and Plan of Reorganization (Applied Materials Inc /De)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all covenants under this Agreement required to be complied with or performed by the Company at or prior to the Closing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Quality Systems, Inc), Agreement and Plan of Merger (Gilead Sciences Inc)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been performed and complied with and performed in all material respectsrespects with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
Appears in 4 contracts
Samples: Stock Exchange Agreement (Comcam International Inc), Shareholders Agreement (Bullet Environmental Technologies Inc), Stock Exchange Agreement (Jure Holdings Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations set forth herein that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (FlikMedia, Inc.), Agreement and Plan of Merger (CrossBox, Inc.), Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.)
Performance of Covenants. Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 4 contracts
Samples: Escrow Agreement (Andataco), Agreement and Plan of Merger (Medical Device Alliance Inc), Employment Agreement (Ipl Systems Inc)
Performance of Covenants. Each covenant The Company shall have performed or obligation that the Company is complied with in all material respects all agreements and covenants required to comply be performed or complied with or to perform by it under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.Effective Time. 7.3
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.), Agreement and Plan of Merger (Caladrius Biosciences, Inc.), Agreement and Plan of Merger and Reorganization
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing Closing, and each of the covenants that each Key Stockholder is required to comply with or to perform at or prior to the Closing, shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Veracyte, Inc.), Agreement and Plan of Merger (Yelp Inc), Agreement and Plan of Merger and Reorganization (Vitria Technology Inc)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been performed and complied with and performed with, in all material respects, all of its covenants hereunder at or before the Closing (to the extent that such covenants require performance by the Company at or before the Closing).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nuvation Bio Inc.), Agreement and Plan of Merger and Reorganization (Cortexyme, Inc.), Agreement and Plan of Merger (Rafael Holdings, Inc.)
Performance of Covenants. Each covenant or obligation that of the Company is covenants and obligations set forth herein of which the Seller and/or the Owner are required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all covenants and agreements required to performed or complied with by it under this Agreement at or prior to the Charter Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP Inc.)
Performance of Covenants. Each covenant Company shall have performed or obligation that complied with all of the Company is agreements, covenants and conditions required by this Agreement to comply be performed or complied with or to perform at or by it prior to or at the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fortune Diversified Industries Inc), Agreement and Plan of Merger (Fortune Diversified Industries Inc), Agreement and Plan of Merger (Fortune Diversified Industries Inc)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been performed and complied with and performed in all material respectsrespects with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by the Company prior to or on the Closing Date.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vital Signs Inc), Agreement and Plan of Merger (Scherer Healthcare Inc), Agreement and Plan of Merger (Marquest Medical Products Inc)
Performance of Covenants. Each covenant The Company shall have performed or obligation that the Company is complied in all material respects with all agreements and covenants required to comply be performed or complied with or to perform by it under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsEffective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SciSparc Ltd.), Agreement and Plan of Merger (Mer Telemanagement Solutions LTD), Agreement and Plan of Merger (Anchiano Therapeutics Ltd.)
Performance of Covenants. Each covenant The Company shall have performed or obligation that the Company is complied in all material respects with all obligations, conditions and covenants required to comply be performed and complied with or to perform by it under this Agreement at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Practice Works Inc), Stock Purchase Agreement (Practice Works Inc)
Performance of Covenants. Each covenant All covenants, agreements and obligations required by the terms of this Agreement to be performed, satisfied or obligation that complied with by the Initial Members or the Company is required to comply with or to perform at or prior to before the Closing Date shall have been complied with duly and performed in all material respectsproperly performed.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (ICF International, Inc.)
Performance of Covenants. Each covenant or obligation that The Company shall have performed and complied in all material respects with the Company is obligations, covenants and agreements required to comply be performed or complied with or to perform by it under the Agreement at or prior to the Closing shall have been complied with and performed in all material respects.Effective Time;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger
Performance of Covenants. Each covenant or obligation of the covenants and obligations set forth in this Agreement that the Company and each of the Members is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Adial Pharmaceuticals, Inc.), Membership Interest Purchase Agreement (Sorrento Therapeutics, Inc.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to perform or comply with under this Agreement on or to perform at or prior to before the Closing shall Date must have been duly performed and complied with and performed in all material respectsrespects (with materiality being measured individually and on an aggregate basis with respect to all breaches of covenants and obligations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pericom Semiconductor Corp), Agreement and Plan of Merger (Adaptec Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations set forth herein that the Company is are required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan (Applied Micro Circuits Corp), Agreement and Plan (Applied Micro Circuits Corp)
Performance of Covenants. Each covenant or obligation that the LLC or the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)
Performance of Covenants. Each covenant or obligation that the The Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all of the covenants and obligations required to be performed by it under this Agreement or any Ancillary Agreement prior to or at the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.), Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
Performance of Covenants. Each covenant The Company will have performed or obligation that the Company is complied with in all material respects all covenants and agreements required to comply with or to perform at be performed by it on or prior to the Closing shall have been complied with and performed in all material respectspursuant to this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tenfold Corp /Ut), Securities Purchase Agreement (Vcampus Corp)
Performance of Covenants. Each covenant or obligation that All covenants contained in this Agreement to be complied with by the Company is required to comply with on or to perform at or prior to before the Closing shall must have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BIO-TECHNE Corp), Agreement and Plan of Merger (Techne Corp /Mn/)
Performance of Covenants. Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing Effective Time shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement of Merger (Ezchip Semiconductor LTD), Agreement of Merger (Mellanox Technologies, Ltd.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is and the Key Stockholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alphatec Holdings, Inc.), Agreement and Plan of Merger (Quest Software Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing under this Agreement shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Indie Semiconductor, Inc.), Agreement and Plan of Merger and Stock Purchase Agreement (RealPage, Inc.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Designated Stockholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Titan Corp), Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Performance of Covenants. Each covenant The covenants or obligation agreements that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Altera Corp)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that any Member of the Company Group is required to perform or to comply with or pursuant to perform this Agreement at or prior to the Closing shall have been duly performed and complied with and performed in all material respects.
Appears in 2 contracts
Samples: Share Purchase Agreement (Xinyuan Real Estate Co LTD), Securities Purchase Agreement (Xinyuan Real Estate Co LTD)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is Acquired Companies are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp), Agreement and Plan of Merger And (Websense Inc)
Performance of Covenants. Each covenant or obligation The covenants and obligations in this Agreement that the Company Applied is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Business Combination Agreement, Business Combination Agreement (Applied Materials Inc /De)
Performance of Covenants. Each covenant or obligation All of the covenants that the Company is required to comply with or to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Merger and Reorganization (Pharmacopeia Inc), Agreement and Plan of Merger And (Pharmacopeia Inc)
Performance of Covenants. Each covenant The Company will have performed or obligation that the Company is complied with in all material respects all covenants and agreements required to comply with or to perform be performed by it at or prior to the Closing shall have been complied with and performed in all material respectspursuant to this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tenfold Corp /Ut), Securities Purchase Agreement (Tenfold Corp /Ut)
Performance of Covenants. (a) Each covenant or obligation of the covenants and obligations in this Agreement and the Tolling Agreements that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed by the Company in all material respects.
Appears in 2 contracts
Samples: Agreement of Merger (Nassda Corp), Agreement of Merger (Synopsys Inc)
Performance of Covenants. Each covenant The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or obligation that the Company is required to comply complied with or to perform at or by it prior to the Closing shall have been complied with and performed Effective Time, including delivery of all of the documents set forth in all material respectssub-paragraph (b) of this Section 7.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (Shamir Optica Holdings A.C.S. Ltd.)
Performance of Covenants. Each covenant The Company will have performed or obligation that complied in all material respects with all covenants, agreements and obligations required by this Agreement to be performed or complied with by the Company is required to comply with or to perform at on or prior to the Closing shall have been complied with and performed in all material respectsDate.
Appears in 2 contracts
Samples: Arrangement Agreement (Tilray, Inc.), Arrangement Agreement (Compass Group Diversified Holdings LLC)
Performance of Covenants. Each covenant or obligation that the The Company is shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants required to comply be performed or complied with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 2 contracts
Samples: Merger Agreement (Transworld Telecommunications Inc), Merger Agreement (Wireless Cable & Communications Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is and the Signing Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Inhale Therapeutic Systems Inc), Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsperformed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Home Director Inc)
Performance of Covenants. Each covenant The Company shall have in all material respects performed and complied with all of its covenants, agreements, and other obligations pursuant to the Agreement to be performed or obligation that the Company is required to comply complied with or to perform at on or prior to the Closing shall have been complied with and performed in all material respectsOffer Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Iec Electronics Corp)
Performance of Covenants. Each covenant or obligation of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed by Company in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flex Pharma, Inc.), Agreement and Plan of Merger
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to perform or comply with under this Agreement on or to perform at or prior to before the Closing Date shall have been duly performed and complied with and performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.), Agreement and Plan of Merger (Creek Road Miners, Inc.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations set forth herein that the Company Company, Seller or Seller is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.), Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.)
Performance of Covenants. Each covenant or obligation The covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing Date shall have been complied with and or performed in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Select Energy Services, Inc.), Agreement and Plan of Merger (Seventy Seven Energy Inc.)
Performance of Covenants. Each covenant and all of the covenants and agreements of Company to be performed or obligation that the Company is required to comply complied with or to perform at or prior to or on the Closing Date shall have been performed or complied with and performed in all material respectsrespects by Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Omeros Corp), Agreement and Plan of Merger and Reorganization (NightHawk Radiology Holdings Inc)
Performance of Covenants. Each covenant or obligation The covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed performed, except for non-compliance or non-performance which is, in all material respectsthe aggregate, not material.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Under Armour, Inc.), Agreement and Plan of Merger (Under Armour, Inc.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company Xxxxxxxxx is required to perform or to comply with or pursuant to perform this Agreement at or prior to the Closing shall have been duly performed and complied with and performed in all material respects.
Appears in 2 contracts
Samples: Reorganization and Asset Purchase Agreement (Djokovich Thomas), Board Change Agreement (Sun River Mining Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is Acquired Companies and the Seller are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 2 contracts
Samples: Acquisition Agreement (Gevo, Inc.), Acquisition Agreement (Gevo, Inc.)
Performance of Covenants. Each covenant The Companies shall have performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or obligation that the Company is required to comply complied with or to perform at or by them prior to or on the Closing shall have been complied with and performed in all material respectsDate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chanticleer Holdings, Inc.), Agreement and Plan of Merger (Chanticleer Holdings, Inc.)
Performance of Covenants. Each covenant or obligation All of the covenants, agreements and obligations that the Company is and the Company Shareholders are required to perform or to comply with or to perform at on or prior to the Closing shall Date pursuant to this Agreement (considered collectively), and each of these covenants, agreements and obligations (considered individually), must have been duly performed and complied with and performed in all material respectsrespects to the extent required to be performed as of the Closing Date.
Appears in 2 contracts
Samples: Share Exchange Agreement (Option Placement, Inc.), Share Exchange Agreement (Forsythe Group Two, Inc)
Performance of Covenants. Each covenant or obligation All of the covenants, agreements and obligations that the Company is and the Company Shareholders are required to perform or to comply with or pursuant to perform at or prior to the Closing shall this Agreement (considered collectively), and each of these covenants, agreements and obligations (considered individually), must have been duly performed and complied with and performed in all material respects.
Appears in 2 contracts
Samples: Share Exchange Agreement (BTHC XV, Inc.), Share Exchange Agreement (Birch Branch Inc)
Performance of Covenants. Each covenant The Company shall have performed or obligation that complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sirenza Microdevices Inc), Agreement and Plan of Merger and Reorganization (Rf Micro Devices Inc)
Performance of Covenants. Each covenant of the covenants and obligations of the Seller, or obligation that the Company is are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kitov Pharmaceuticals Holdings Ltd.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations set forth in this Agreement that the Company and each of the Shareholders is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 1 contract
Samples: Share Purchase Agreement (Synthetic Biologics, Inc.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed by Company in all material respects.
Appears in 1 contract
Samples: Share Exchange Agreement (Farm Lands of Africa, Inc.)
Performance of Covenants. Each covenant or obligation The covenants and obligations in this Agreement that the Company is Target Companies and the Owners are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Merger and Contribution Agreement (Western Capital Resources, Inc.)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing under this Agreement or any other Company Transaction Document shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is or the Selling Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects. 7.3.
Appears in 1 contract
Samples: Share Purchase Agreement
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects, except where failure to comply or perform such covenants and obligations does not have or would not reasonably be expected to have a Material Adverse Effect on the Company.
Appears in 1 contract
Performance of Covenants. Each covenant The covenants and agreements set forth in this Agreement to be performed or obligation that complied with by the Company is required to comply with or to perform a Company Subsidiary at or prior to the Closing shall have been performed or complied with and performed in all material respectswith.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is and/or the Selling Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Share Purchase Agreement (CaesarStone Sdot-Yam Ltd.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is Company, the Signing Noteholders and the Carve-Out Recipients are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing Acceptance Time shall have been complied with and performed by the Company in all material respects.
Appears in 1 contract
Samples: Share Allocation and Tender Offer Agreement (Ebay Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations set forth herein that the Company Company, the Seller and the Parent is required to comply with or to perform at or prior to the Closing shall have been complied with and or performed in all material respects.
Appears in 1 contract
Samples: Purchase Agreement (Signature Group Holdings, Inc.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations contained in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Micronetics Inc)
Performance of Covenants. Each covenant or obligation of the covenants and obligations that the Company is or the Selling Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All covenants contained in this Agreement that are required to be complied with by the Company is required to comply with on or to perform at or prior to before the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation that of the General Partner and the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respectsrespects all obligations and agreements, and complied in all material respects with all covenants, contained in this Agreement to be performed or complied with by it prior to or at the Closing.
Appears in 1 contract
Samples: Redemption Agreement (Ipayment Inc)
Performance of Covenants. Each covenant or obligation that the Company is required to comply with or to perform at or prior to the Closing shall have been performed and complied with and performed in all material respectsrespects with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to or as of the Closing.
Appears in 1 contract
Samples: Share Exchange Agreement (Infrastructure Developments Corp.)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that Validity and the Company is Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations that the Company is required to comply with or to To perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
Performance of Covenants. Each covenant or obligation contained in this Agreement that the Company is or the Company Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Performance of Covenants. Each covenant or obligation All of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed by the Company in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cancer Genetics, Inc)
Performance of Covenants. Each covenant or obligation All of the covenants and obligations ------------------------ that the Company is and Shareholder are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Usa Talks Com Inc)
