Common use of Necessary Actions Clause in Contracts

Necessary Actions. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6 under all agreements related to Company Common Stock and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices or obtaining any required consents.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement of Merger (Inferx Corp), Agreement and Plan of Reorganization (Inferx Corp)

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Necessary Actions. Prior to the First Effective Time, and subject to the review and reasonable approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6 1.6(c) with respect to all Issued and Outstanding Company Options, and under all agreements related to Company Common Stock the Plan, and any other plan or arrangement of the Company (whether written or oral, formal or informal)) governing the terms of any Issued and Outstanding Company Options, including delivering all required notices or and obtaining any required all necessary approvals and consents.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zovio Inc)

Necessary Actions. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6 under all agreements related to Company Common Stock Option agreements, and any other plan or arrangement of the all Company (whether written or oral, formal or informal)Warrant agreements, including delivering all required notices or notices, obtaining any required consentsconsents and waiver of acceleration provisions triggered solely by a change of control.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aruba Networks, Inc.)

Necessary Actions. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions reasonably necessary to effect the transactions anticipated contemplated by this Section 1.6 2.1(b) under the Stock Plan, all agreements related to Company Common Stock Option agreements, all Company Warrant agreements, and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices or and obtaining any required consents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVG Technologies N.V.)

Necessary Actions. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6 2.7 under the Company Stock Plans, all agreements related to evidencing Company Common Stock Option, all agreements evidencing Company Warrant and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices or and obtaining any required consents, such that at the Effective Time the Company shall not have any outstanding equity interests other than shares of Company Capital Stock and Company Options outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teradata Corp /De/)

Necessary Actions. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6 under all Company Option agreements, all Company Warrant agreements related to Company Common Stock and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices or notices, obtaining any required consentsconsents and amending the terms of the plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

Necessary Actions. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated contemplated by this Section 1.6 1.7(c) under the Plan, all Company Option agreements, all Company Warrant agreements related to Company Common Stock and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices or and obtaining any required consents, such that at the Effective Time the Company shall not have any outstanding equity or equity-related interests other than shares of Company Preferred Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)

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Necessary Actions. Prior to the Effective Time, and subject to the prior review and approval of Parent, the Company shall take all actions reasonably necessary to effect the transactions anticipated by this Section 1.6 1.3(c) under all agreements related to Company Common Stock the Plans and any other plan Contract applicable to any Company Option, and delivering evidence reasonably satisfactory to Parent that all necessary determinations by the Company’s Board of Directors (the “Company Board”) or arrangement applicable committee of the Company (whether written or oral, formal or informal), including delivering Board to terminate all required notices or obtaining any required consentsCompany Options in accordance with this Section 1.3(c) have been made.

Appears in 1 contract

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

Necessary Actions. Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6 under all Company Option agreements, all agreements related to Company Common Stock and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices or obtaining any required consents.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Taleo Corp)

Necessary Actions. Prior to the First Effective Time, and subject to the review and reasonable approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6 1.6(d) with respect to all Participating Company Notes, and under all agreements related to the respective terms of the Participating Company Common Stock Notes, and any other plan agreement or arrangement of the Company (whether written or oral, formal or informal)) governing the terms of any Participating Company Notes, including delivering all required notices or and obtaining any required all necessary approvals and consents.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zovio Inc)

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