Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement.
Appears in 41 contracts
Samples: Registration Rights Agreement (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (ITC Holdings Corp.), Agreement and Plan of Merger (Eclipse Resources Corp)
Obligations of Merger Sub. Parent shall will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 39 contracts
Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger (Cloudera, Inc.), Agreement and Plan of Merger (Tessco Technologies Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 19 contracts
Samples: Agreement and Plan of Merger and Reorganization (Opnext Inc), Agreement and Plan of Merger and Reorganization (Accelrys, Inc.), Agreement and Plan of Merger and Reorganization (Oclaro, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 17 contracts
Samples: Acquisition Agreement (ExactTarget, Inc.), Agreement and Plan of Merger (Synopsys Inc), Agreement and Plan of Merger (Autodesk Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Actividentity Corp), Agreement and Plan of Merger (Liu Tianwen), Agreement and Plan of Merger and Reorganization (Heckmann CORP)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Owens Realty Mortgage, Inc.), Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Ready Capital Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations under this Agreement.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Texas New Mexico Power Co), Option Agreement (Westwood One Inc /De/), Agreement and Plan of Merger (Lydall Inc /De/)
Obligations of Merger Sub. Parent shall take all action necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to cause Merger Sub to consummate the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Actavis PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Obligations of Merger Sub. Parent shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Adept Technology Inc), Agreement and Plan of Merger (ShangPharma Corp), Agreement and Plan of Merger (Fushi Copperweld, Inc.)
Obligations of Merger Sub. Parent shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement).
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Prometheus Biosciences, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement.
Appears in 9 contracts
Samples: Agreement of Merger (Ezchip Semiconductor LTD), Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (NeuroDerm Ltd.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations under this Agreement and to consummate the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tower Semiconductor LTD), Agreement and Plan of Merger (Nvidia Corp), Agreement and Plan of Merger (Central European Media Enterprises LTD)
Obligations of Merger Sub. Parent shall will take all action action, and provide all financing, necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ameriserve Food Distribution Inc /De/), Agreement and Plan of Merger (Prosource Inc), Agreement and Plan of Merger (Onex Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, the Financing Commitments and any New Financing Commitments.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Leever Daniel H), Agreement and Plan of Merger (Harman International Industries Inc /De/), Agreement and Plan of Merger (Court Square Capital Partners II LP)
Obligations of Merger Sub. Parent shall will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Zix Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Intrexon Corp), Agreement and Plan of Merger (Medistem Inc.), Agreement and Plan of Merger (Harris Corp /De/)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this AgreementAgreement and the Financing Commitments.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (Alcoa Inc.), Agreement and Plan of Merger (Cohu Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (First Consulting Group Inc), Agreement and Plan of Merger (Supertex Inc), Agreement and Plan of Merger (Pervasive Software Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger and payment of any amounts payable hereunder, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Standard Microsystems Corp), Agreement and Plan of Merger (Microsemi Corp)
Obligations of Merger Sub. Parent shall, and shall take all action necessary to cause Merger Sub and the Surviving Corporation to to, perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ArcSight Inc), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Sonosite Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. The obligations and liability of Parent and Merger Sub hereunder shall be joint and several.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Memry Corp), Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (American Capital Strategies LTD)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation Company to perform their respective obligations under this Agreement and to consummate the Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wireless Ronin Technologies Inc), Agreement and Plan of Merger (Twinlab Consolidated Holdings, Inc.), Asset Contribution and Separation Agreement (Alliqua BioMedical, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby (including the Merger) upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Market Leader, Inc.), Agreement and Plan of Merger (Knowles Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation Company to perform their respective obligations under this Agreement and to consummate the transactions contemplated under this Agreement upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Atmel Corp), Agreement and Plan of Merger (Atmel Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Contemplated Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub, a written consent adopting this Agreement.
Appears in 3 contracts
Samples: Acquisition Agreement (Rally Software Development Corp), Acquisition Agreement (Dot Hill Systems Corp), Acquisition Agreement (Ca, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Merger and other transactions contemplated by this Agreement upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc), Agreement and Plan of Merger (Apigee Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause each of Merger Sub and the Surviving Corporation Company to perform their respective obligations under this Agreement and to cause Merger Sub to consummate the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation Corporation, to perform their respective obligations under this Agreement and to consummate the Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Raven Industries Inc), Agreement and Plan of Merger and Reorganization (Creative Realities, Inc.)
Obligations of Merger Sub. Subject to the terms and conditions of this Agreement, Parent shall take all action necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to cause Merger Sub to consummate the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vascular Solutions Inc), Agreement and Plan of Merger (Teleflex Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, including with respect to the consummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Foundation Building Materials, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation Company to perform their respective obligations under this Agreement upon the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enzymotec Ltd.), Agreement and Plan of Merger (Frutarom LTD)
Obligations of Merger Sub. Parent shall take all action commercially reasonable actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and after the Merger the Surviving Corporation Corporation, to perform their respective obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (Jekogian Iii Nickolas W)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Transaction upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Tax, Inc.), Agreement and Plan of Merger (Vitamin Shoppe, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, the Financing Commitments and any Alternative Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genesee & Wyoming Inc), Agreement and Plan of Merger (ADT Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxlinear Inc), Agreement and Plan of Merger (Exar Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, the Financing and any Alternative Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netshoes (Cayman) Ltd.), Agreement and Plan of Merger (Fly Leasing LTD)
Obligations of Merger Sub. Parent shall will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Offer and the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Rocket Fuel Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PRGX Global, Inc.), Agreement and Plan of Merger (Darden Restaurants Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations under pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.), Agreement and Plan of Merger (Cision Ltd.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform when due their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cognos Inc), Agreement and Plan of Merger (Applix Inc /Ma/)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and, with respect to Merger Sub, to consummate the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Extraction Oil & Gas, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Entity to perform their respective obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Castle Brands Inc), Agreement and Plan of Merger (NorthStar Realty Europe Corp.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Care Capital Properties, Inc.), Agreement and Plan of Merger (Sabra Health Care REIT, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation Entity and the Parent Partnership to perform their respective obligations under this Agreement and to consummate the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aviv Reit, Inc.), Agreement and Plan of Merger (Omega Healthcare Investors Inc)
Obligations of Merger Sub. The Parent Group shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xo Holdings Inc), Agreement and Plan of Merger (Icahn Carl C)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement., including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. ARTICLE VIII
Appears in 1 contract
Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
Obligations of Merger Sub. Parent shall take all action actions necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations under pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations under this Agreement, the Financing Commitments and any Alternative Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TRW Automotive Holdings Corp)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, the Commitment Letters and any Alternative Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ClubCorp Holdings, Inc.)
Obligations of Merger Sub. Parent shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations under this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Merger and other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.)
Obligations of Merger Sub. Parent shall take all action necessary 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. Parent unconditionally guarantees the full and complete performance by Merger Sub or the Surviving Corporation to perform their Corporation, as applicable, of its respective obligations under this Agreement and shall be jointly and severally liable with Merger Sub for any breach of any covenant or obligation of Merger Sub or the Surviving Corporation, as applicable, under this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent shall will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement.. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement. 6.13
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
Obligations of Merger Sub. Parent shall will take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to this Agreement and to consummate the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement prior to the Closing.
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, the Debt Financing and any Alternative Debt Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smithfield Foods Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to cause Merger Sub to consummate the Transactions, including the Offer, the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Repros Therapeutics Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with NRS 78.320 and in its capacity as the sole stockholder of Merger Sub, a written consent adopting this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CYS Investments, Inc.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, the Debt Financing Commitments and any Alternative Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Rentals Inc /De)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Merger and the Transactions on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement.. ARTICLE VII
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement, the Financing Commitments and any Alternative Financing. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement.. 59
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement.. Table of Contents
Appears in 1 contract
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Device Technology Inc)
Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under pursuant to, and subject to the terms and conditions of, this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. The Parent Entities shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)
Obligations of Merger Sub. Subject to the terms and conditions set forth in this Agreement, Parent shall take all action reasonably necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the'Transactions upon the terms and subject to the conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
