Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 107 contracts
Samples: Agreement and Plan of Merger (Commonwealth Telephone Enterprises Inc /New/), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc), Agreement and Plan of Merger (Citizens Communications Co)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 65 contracts
Samples: Agreement and Plan of Merger (Multilink Technology Corp), Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger and Reorganization (Affymetrix Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 23 contracts
Samples: Agreement and Plan of Merger (Opower, Inc.), Agreement and Plan of Merger (Eresearchtechnology Inc /De/), Agreement and Plan of Merger (Oracle Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Longs Drug Stores Corp), Agreement and Plan of Merger (NPS Pharmaceuticals Inc), Agreement and Plan of Merger (Oracle Corp /De/)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary 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.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Sheridan Energy Inc), Agreement and Plan of Merger (Centris Group Inc), Agreement and Plan of Merger (Meggit PLC)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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.
Appears in 13 contracts
Samples: Agreement of Merger and Reorganization (Roanoke Electric Steel Corp), Agreement and Plan of Merger (Sportsman's Warehouse Holdings, Inc.), Agreement and Plan of Merger (McAfee Corp.)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Metropolitan Health Networks Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
Obligations of Merger Subsidiary. Parent shall take all action necessary (a) to cause Merger Subsidiary 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 and (b) to ensure that, prior to the Effective Time, Merger Subsidiary shall not conduct any business or make any investments other than as specifically contemplated by this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ventana Medical Systems Inc), Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (RP Management, LLC)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement (including ensuring that Merger Subsidiary will at the appropriate times have sufficient funds to consummate the Offer and the Merger) and to consummate the Offer, the Notes Tender Offers and the Merger on the terms and conditions set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Temple Inland Inc), Agreement and Plan of Merger (Gaylord Container Corp /De/)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and the Offer and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Pulliam Myrta J), Agreement and Plan of Merger (Gannett Co Inc /De/)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause each of Purchaser and Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger Offer on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Settlement Agreement (Ibasis Inc), Settlement Agreement (Ibasis Inc), Settlement Agreement (Ibasis Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Progenics Pharmaceuticals Inc)
Obligations of Merger Subsidiary. Parent shall take all action actions necessary to cause Merger Subsidiary 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (MediaMind Technologies Inc.), Agreement and Plan of Merger (PFC Acquisition Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary and the Surviving Corporation to perform its their respective obligations under this Agreement and to consummate the Merger on and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Subsidiary 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: Agreement and Plan of Merger (Connecture Inc), Agreement and Plan of Merger (Kadmon Holdings, Inc.), Agreement and Plan of Merger (Luminex Corp)
Obligations of Merger Subsidiary. Parent shall will take all action action, and provide all financing, necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Carescience Inc), Agreement and Plan of Merger (Rogue Wave Software Inc /Or/)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause incorporate Merger Subsidiary and cause it to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Equipment Corp), Agreement and Plan of Merger (Compaq Computer Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause and enable Merger Subsidiary 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, including by providing all funds necessary to enable Merger Subsidiary to pay for all Shares that Merger Subsidiary becomes obligated to pay for pursuant to the Offer and all funds necessary to pay the Merger Consideration that becomes payable upon consummation of the Merger and all amounts due and payable in respect of Company Stock Options and Performance Shares pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avocent Corp), Agreement and Plan of Merger (Emerson Electric Co)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause create Merger Subsidiary and to cause it to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonat Inc), Agreement and Plan of Merger (Zilkha Michael)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement (including ensuring that Merger Subsidiary will at the appropriate times have sufficient shares of Parent Common Stock and funds to consummate the Offer and the Merger in accordance with the terms hereof) and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Sterling Software Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this AgreementAgreement (including ensuring that Merger Subsidiary has sufficient funds to consummate the Offer and the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Computer Management Sciences Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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, including obtaining sufficient funds to consummate the Offer and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Investments USA Inc.), Agreement and Plan of Merger (Genentech Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on (and subject to) the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Costar Group Inc), Agreement and Plan of Merger (LoopNet, Inc.)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gn Great Nordic LTD), Agreement and Plan of Merger (Fcy Acquisition Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Parent will take all steps necessary to cause the stockholders of Merger Subsidiary to approve the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Agreement and Plan of Merger (Pepsico Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Immediately after the execution and delivery of this Agreement, Parent, as the sole stockholder of Merger Subsidiary, shall approve and adopt this Agreement (including the Merger) in such capacity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ultratech Inc), Agreement and Plan of Merger (Veeco Instruments Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Restructuring and Merger (Kellogg Co), Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations obligation under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreementherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger (Ultra Clean Holdings Inc)
Obligations of Merger Subsidiary. Parent shall take all action -------------------------------- actions necessary to cause Merger Subsidiary 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dimension Data Holdings PLC)
Obligations of Merger Subsidiary. (a) Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Parent Assignee and Merger Subsidiary to perform its 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 (Montage Technology Group LTD)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. SECTION 6.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amvestors Financial Corp)
Obligations of Merger Subsidiary. Subject to the terms and conditions of this Agreement, Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Merger Subsidiary shall not conduct any business or make any investments other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its 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 (Timber Lodge Steakhouse Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this 34 39 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 (American Greetings Corp)
Obligations of Merger Subsidiary. Parent shall, and shall cause Merger Subsidiary to, take all action necessary to cause Merger Subsidiary to perform its 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 (Sola International Inc)
Obligations of Merger Subsidiary. Subject to Section 8.1 and Section 8.11, Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger Transactions on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Select Interior Concepts, Inc.)
Obligations of Merger Subsidiary. Parent shall take all action actions necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and but subject to the conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall will take all -------------------------------- action necessary to cause Merger Subsidiary 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Platinum Technology International Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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. Merger Subsidiary shall not conduct any business or make any investments other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memory Pharmaceuticals Corp)
Obligations of Merger Subsidiary. Parent shall will take all action -------------------------------- action, and provide all financing, necessary to cause Merger Subsidiary to perform its 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 (American Recreation Centers Inc)
Obligations of Merger Subsidiary. Merger Subsidiary shall, and Parent shall take all action necessary to cause Merger Subsidiary to 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, including obtaining sufficient funds to consummate the Offer, the Merger and the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Emmis Communications Corp)
Obligations of Merger Subsidiary. Subject to the terms and conditions of this Agreement, Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Table of Contents Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp)
Obligations of Merger Subsidiary. Parent shall use its reasonable best efforts to take all action actions necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions and at the time set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Textile Group Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its their respective obligations under this Agreement and to consummate the Merger on and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Until the Effective Time, Parent and Merger Subsidiary 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
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Immediately after the execution and delivery of this Agreement, Parent, as the sole stockholder of Merger Subsidiary, shall approve and adopt this Agreement (including the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Woodmark Corp)
Obligations of Merger Subsidiary. Parent (including in its capacity as the sole stockholder of Merger Subsidiary) shall take all action necessary to cause Merger Subsidiary 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.
Appears in 1 contract
