Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects the respective obligations required to be performed by them under this Agreement, except for such failures to perform which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect; and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent and Merger Sub to such effect; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Zygo Corp), Agreement and Plan of Merger and Reorganization (Electro Scientific Industries Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects the respective obligations required to be performed by them under this AgreementAgreement at or prior to the Closing Date, except for where any such failures to perform whichfailure, individually or and in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect; , and the Company SMB shall have received a certificate signed on behalf of Parent and Merger Sub by an executive officer the Chief Executive Officer of Parent and Merger Sub to such effect; and.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workstream Inc), Agreement and Plan of Merger (Workstream Inc)
Performance of Obligations of Parent and Merger Sub. The Parent and the Merger Sub shall have performed in all material respects the respective obligations required to be performed by them under this Agreement, Agreement at or prior to the Effective Time except for such failures to perform which, obligations which individually or in the aggregate, would aggregate do not reasonably be expected to have constitute a Parent Material Adverse Effect; and the Company shall have received a certificate signed on behalf of the Parent and Merger Sub by an executive authorized officer of the Parent and Merger Sub to such effect; and.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mateon Therapeutics Inc)
Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects the respective obligations required to be performed by them under this Agreement, Agreement at or prior to the Effective Time except for such failures to perform which, obligations which individually or in the aggregate, would aggregate do not reasonably be expected to have constitute a Parent Material Adverse Effect; and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by an executive authorized officer of Parent and Merger Sub to such effect; and.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Technical Systems Inc /Ca/)
