Performance of Obligations of the Company. The Company 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pharmacia Corp /De/), Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Outdoor Channel Holdings Inc)
Performance of Obligations of the Company. The Company 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 Material Adverse Effect materiality and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified as to materiality, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HPSC Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Franchise Finance Corp of America)
Performance of Obligations of the Company. The Company 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Procter & Gamble Co)
Performance of Obligations of the Company. The Company shall have complied in all respects with the covenants and agreements set forth in Section 5.2(k) and Section 6.22. The Company shall have performed or complied with in all agreements and covenants material respects the obligations required to be performed by it under this Agreement (other than those set forth in Section 5.2(k) and Section 6.22) at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Closing. Parent shall have received a certificate certificate, dated as of the chief executive officer Closing Date, signed on behalf of the Company by the Chief Executive Officer and the chief financial officer Chief Financial Officer of the Company to such the foregoing effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Two River Bancorp)
Performance of Obligations of the Company. The Company 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants obligations required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall not have willfully or intentionally (i) breached any of its representations or warranties herein or (ii) failed to perform or satisfy any of its obligations or covenants hereunder, and Conseco shall have received a certificate dated as of the chief executive officer and the chief financial officer Closing Date signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conseco Inc Et Al), Agreement and Plan of Merger (Pioneer Financial Services Inc /De)
Performance of Obligations of the Company. The Company 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 a Company Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Quaker Oats Co)
Performance of Obligations of the Company. The Company shall have performed or complied with all agreements 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 Material Adverse Effect materiality and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are not so qualified as to materiality, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nine West Group Inc /De), Agreement and Plan of Merger (Jones Apparel Group Inc)
Performance of Obligations of the Company. The Company 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 material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified; and Parent Cal Dive shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cal Dive International, Inc.), Agreement and Plan of Merger (Horizon Offshore Inc)
Performance of Obligations of the Company. The Company 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required by the Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date and Parent (other than those set forth on Schedule 6.19, which the Company shall not have received breached as a certificate result of the chief executive officer and the chief financial officer of the Company to such effectCompany’s bad faith).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc), Agreement and Plan of Reorganization (Synageva Biopharma Corp)
Performance of Obligations of the Company. The Company 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 material agreements and covenants obligations required to be performed by it under this Agreement at or prior to before the Closing Date and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effectDate.
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 the Company. The Company 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants (and in all respects as to those agreements and covenants that are qualified by materiality) required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effect.
Appears in 1 contract
Performance of Obligations of the Company. The Company 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material obligations, agreements and covenants required contained in this Agreement or in the Schedules thereto, or in any other agreement, certificate or other document delivered in connection with this Agreement to be performed or complied with by it under this Agreement at or the Company prior to the Closing Date Closing; and Parent MergerCo shall have received a certificate signed by the Chief Executive Officer of the chief executive officer and the chief financial officer Company, dated as of the Company Closing Date, to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SFX Entertainment, INC)
Performance of Obligations of the Company. The Company 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 material agreements and covenants obligations required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effectDate.
Appears in 1 contract
Performance of Obligations of the Company. The Company shall have performed or complied in all material 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Parent Merger Sub shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effecteffect (without any personal liability to such executive officer).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mediacom Communications Corp)
Performance of Obligations of the Company. The Company 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 Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief executive officer and or the chief financial officer of the Company to such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wyeth)
Performance of Obligations of the Company. The Company shall have performed or in all material respects and complied in all material respects with all agreements and covenants (other than those contained in Section 7.13) required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Date. Parent shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effect.
Appears in 1 contract
