Obligation of Parent. Parent shall ensure that each of Purchaser and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser and the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Biosite Inc), Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Anadys Pharmaceuticals Inc)
Obligation of Parent. Parent shall ensure that each of Purchaser Acquisition Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser Acquisition Sub and the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Purchaser Acquisition Sub and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Blackboard Inc), Agreement and Plan of Merger (Simtek Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Obligation of Parent. Parent shall ensure that each of Purchaser and the Surviving Corporation duly performsperform, satisfies satisfy and discharges on a timely basis discharge each of the covenants, obligations and liabilities of applicable to Purchaser and or the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities. References to Purchaser herein apply to the Surviving Corporation from and after the Effective Time.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Sigilon Therapeutics, Inc.), Value Rights Agreement (Prevail Therapeutics Inc.), Rights Agreement (Akouos, Inc.)
Obligation of Parent. Parent shall ensure that each of Purchaser and (and, following the Effective Time, the Surviving Corporation Corporation) duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of applicable to Purchaser and or the Surviving Corporation Corporation, as applicable, under this Agreement, and Parent shall be jointly and severally liable with Purchaser and or the Surviving Corporation Corporation, as applicable, for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intercept Pharmaceuticals, Inc.), Agreement and Plan of Merger (Cti Biopharma Corp), Agreement and Plan of Merger (Cti Biopharma Corp)
Obligation of Parent. Parent shall ensure that each of Purchaser and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser and applicable to the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Contingent Value Rights Agreement (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.)
Obligation of Parent. Parent shall ensure that each of Purchaser and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser and the Surviving Corporation under this AgreementAgreement and, and following the Effective Time, Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc), Agreement and Plan of Merger (Amgen Inc)
Obligation of Parent. Parent shall ensure that each of Purchaser and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser and the Surviving Corporation under this Agreement, and and, after the Acceptance Time, Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cryocor Inc), Agreement and Plan of Merger (Cryocor Inc)
Obligation of Parent. Parent shall ensure that each of Purchaser and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser and the Surviving Corporation under this Agreement, and following the Effective Time Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 1 contract
Obligation of Parent. Parent shall ensure that each of Purchaser Acquisition Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser Acquisition Sub and the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Purchaser Acquisition Sub and the Surviving Corporation for the due and timely performance and satisfaction of each of said such covenants, obligations and liabilities.
Appears in 1 contract
Obligation of Parent. Parent shall ensure that each of its Subsidiaries, including Purchaser and and, after the Effective Time, the Surviving Corporation Corporation, duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Purchaser and the Surviving Corporation applicable to such Subsidiaries under this Agreement, and Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smart & Final Stores, Inc.)
Obligation of Parent. Parent shall ensure that each of Purchaser and the Surviving Corporation duly performsperform, satisfies satisfy and discharges on a timely basis discharge each of the covenants, obligations and liabilities of applicable to Purchaser and or the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Purchaser and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities. References to Purchaser herein shall be deemed to be references to the Surviving Corporation from and after the Effective Time.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.)
