Obligation of Parent. Parent shall ensure that each of Merger Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Merger Sub and the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Merger Sub and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Nts, Inc.), Agreement and Plan of Merger (Hot Topic Inc /Ca/), Agreement and Plan of Merger (Archipelago Learning, Inc.)
Obligation of Parent. Parent shall ensure that each of Merger Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Merger Sub and the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Merger Sub and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Jazz Technologies, Inc.), Rights Agreement (Neurogen Corp)
Obligation of Parent. Except as otherwise provided herein, Parent shall ensure that each of Merger Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Merger Sub and the Surviving Corporation under this AgreementAgreement (including Section 4.9), and Parent shall be jointly and severally liable with Merger Sub 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 (Abovenet Inc), Agreement and Plan of Merger (Zayo Group LLC)
Obligation of Parent. Parent shall ensure that each of Merger Sub 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 Merger Sub and or the Surviving Corporation Corporation, as applicable, under this Agreement, and Parent shall be jointly and severally liable with Merger Sub 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 2 contracts
Samples: Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.)
Obligation of Parent. Parent shall ensure that each of Merger Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Merger Sub and (after the Effective Time) the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Merger Sub Agreement and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilitiesCVR Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Obligation of Parent. Parent shall ensure that each of Merger Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Merger Sub and (after the Effective Time) the Surviving Corporation under this Agreement, and Parent shall be jointly and severally liable with Merger Sub Agreement and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilitiesCVR Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Obligation of Parent. Parent shall ensure that each of Merger Sub and the each Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of each Merger Sub and the each Surviving Corporation under this Agreement, Agreement and Parent shall be jointly and severally liable with each Merger Sub and the each 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 And (Advance Paradigm Inc)
Obligation of Parent. Parent shall ensure that each of Merger Sub and the Surviving Corporation duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of applicable to Merger Sub and the Surviving Corporation (respectively) under this Agreement, and Parent shall be jointly and severally liable with Merger Sub and the Surviving Corporation for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.
Appears in 1 contract
