Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Matrix Pharmaceutical Inc/De), 33 Agreement and Plan of Merger (Matrix Pharmaceutical Inc/De), Agreement and Plan of Merger (Orion Power Holdings Inc)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or liabilities.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (WMS Industries Inc /De/), Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Bally Technologies, Inc.)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub the other Parent Parties to perform its their obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.), Agreement and Plan of Merger (Cole Real Estate Investments, Inc.), Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.)
Merger Sub. Parent will take all action necessary (ai) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (bii) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or activities or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Henry Jack & Associates Inc), Agreement and Plan of Merger (Goldleaf Financial Solutions Inc.), Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by or in furtherance of this Agreement, or incur or guarantee any indebtednessindebtedness other than as necessary for the consummation of the transaction contemplated hereby.
Appears in 5 contracts
Samples: Document Agreement and Plan of Merger (Information Resources Inc), Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)
Merger Sub. Parent will take all action commercially reasonable actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness other than the Financing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), And Restated Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or liabilities.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fisher Communications Inc), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (CVS HEALTH Corp)
Merger Sub. Parent will take all action actions necessary to (a) form the Merger Sub and cause Merger Sub to execute and deliver a Joinder Agreement within one Business Day after the date hereof; (b) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement; and (bc) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sinclair Broadcast Group Inc), Agreement and Plan of Merger, Agreement and Plan of Merger
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Nationwide Health Properties Inc), Agreement and Plan of Merger (Fuel Systems Solutions, Inc.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Model N, Inc.), Agreement and Plan of Merger (Inovalon Holdings, Inc.), Agreement and Plan of Merger (Syneos Health, Inc.)
Merger Sub. Parent will and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hillshire Brands Co), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
Merger Sub. Parent will take all action necessary shall (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Ascena Retail Group, Inc.), Deposit Escrow Agreement (New Frontier Media Inc)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger Transaction on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Euronav NV), Agreement and Plan of Merger (Gener8 Maritime, Inc.)
Merger Sub. Parent will and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Realty Capital Trust, Inc.), Agreement and Plan of Merger (Realty Income Corp)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Company to perform its obligations under this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/), Agreement and Plan of Merger (Kofax LTD)
Merger Sub. Parent will take all action reasonable actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Funtalk China Holdings LTD), Agreement and Plan of Merger (Pansoft CO LTD)
Merger Sub. Parent will and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Realty Capital Properties, Inc.), Agreement and Plan of Merger (Cole Credit Property Trust Inc)
Merger Sub. The Parent will take all action necessary (a) to shall cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. During the period from the date of this Agreement and (b) to ensure that, prior to through the Effective Time, except as expressly provided in this Agreement, the Merger Sub shall not, and the Purchaser shall not permit the Merger Sub to, conduct any business or make undertake any investments other than activities except as specifically contemplated by this Agreement, or incur or guarantee any indebtednessrequired in performing its express obligations hereunder.
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.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub and the Surviving Corporation to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Team Health Holdings Inc.), Agreement and Plan of Merger (IPC Healthcare, Inc.)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genco Shipping & Trading LTD), Agreement and Plan of Merger (Baltic Trading LTD)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically in connection with the transaction contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Information Services, Inc.), Agreement and Plan of Merger (Worldpay, Inc.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thestreet, Inc.), Agreement and Plan of Merger (theMaven, Inc.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Home & Security, Inc.), Agreement and Plan of Merger (Norcraft Companies, Inc.)
Merger Sub. Parent will take all action reasonable best actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct have engaged in any business activities or make conducted any investments operations, other than as specifically contemplated by pursuant to this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.)
Merger Sub. Parent will take all action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and in accordance with the KGCC as promptly as is reasonably practicable following the execution of this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct any business or make any investments other than as specifically expressly contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elecsys Corp), Agreement and Plan of Merger (Lindsay Corp)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub the other Parent Parties to perform its their obligations under this Agreement and to consummate the Merger Mergers on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness. The Company shall take all actions necessary to cause the Company Operating Partnership to perform its obligations under this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc)
Merger Sub. Parent will take all action necessary shall (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FGX International Holdings LTD), Agreement and Plan of Merger (Essilor International /Fi)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, Agreement or incur or guarantee any indebtednessas necessary to consummate the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ShoreTel Inc), Agreement and Plan of Merger (Mitel Networks Corp)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc), Agreement and Plan of Merger (Senorx Inc)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Agreement. Merger Sub shall not conduct engage in any business which is not in connection with the Merger or make any investments other than as specifically transactions contemplated by this Agreement, or incur or guarantee any indebtednesshereby.
Appears in 2 contracts
Samples: Merger Agreement (PanAmSat Holding CORP), Merger Agreement (Intelsat LTD)
Merger Sub. Parent will LP shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Partnership Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Partnership Merger Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 2 contracts
Samples: Voting Agreement (Thomas Properties Group Inc), Voting Agreement (Parkway Properties Inc)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any third party indebtedness.
Appears in 2 contracts
Samples: Assumption Agreement (Bristol Myers Squibb Co), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or Liabilities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ribbon Communications Inc.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtednessIndebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness (other than as needed to finance the transactions contemplated hereby).
Appears in 1 contract
Samples: Merger Agreement (UTi WORLDWIDE INC)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtednessIndebtedness or make any investments, other than incident to its obligations under this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub Subs to perform its their respective obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub Subs shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform promptly its obligations under this Agreement and Agreement, (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or business, make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness, other than as expressly contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Garrison Capital Inc.)
Merger Sub. Parent will take all action necessary shall use its reasonable best efforts to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness (other than as contemplated by the Financing).
Appears in 1 contract
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness or Liabilities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Macquarie Infrastructure Corp)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or liabilities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness other than the Debt Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Advanced Construction Materials Group, Inc)
Merger Sub. Parent will shall take all action commercially reasonable actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Merger Sub. Parent will take all action necessary shall (a) to cause Merger Sub to perform each of its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, Agreement or incur or guarantee any indebtednessotherwise as required in connection with the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cotiviti Holdings, Inc.)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger Merger, the Offer and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jda Software Group Inc)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement. Parent shall not, or incur or guarantee and shall not permit Merger Sub to take, any indebtednessaction that would result in the breach of any representation of Parent hereunder (except for representations and warranties made as of a specific date) such that the Company would have the right to terminate this Agreement pursuant to Section 8.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Distribution Inc)
Merger Sub. Parent will take all action actions reasonably necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Winner Medical Group Inc)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or activities or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Merger Sub. Parent will take all action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and in accordance with the DGCL as promptly as is reasonably practicable following the execution of this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct any business or make any investments other than as specifically expressly contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Homes 4 Rent)
Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness (other than as may be needed to finance the transactions contemplated hereby).
Appears in 1 contract
Merger Sub. The Parent will Parties and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inland Real Estate Corp)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessLiabilities other than as contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnergySolutions, Inc.)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any Indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rockwell Collins Inc)
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub and the Surviving Corporation to perform its obligations under this Agreement and the Debt Commitment Letter and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness or liabilities, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessAgreement and the Term Loan Commitment Letter.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Multi Fineline Electronix Inc)
Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, or incur or guarantee any indebtedness or liabilities, in each case, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.
Appears in 1 contract
