Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 206 contracts
Samples: Agreement and Plan of Merger (Collective Brands, Inc.), Agreement and Plan of Merger (McJunkin Red Man Corp), Agreement and Plan of Merger (Lifeline Systems, Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary to take such action.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Front Yard Residential Corp), Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.), Agreement and Plan of Merger (Keyw Holding Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Entity to cause such Subsidiary to take such action.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Vintage Petroleum Inc)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Getty Images Inc), Acquisition Agreement (Advanced Micro Devices Inc), Agreement and Plan of Merger (XOOM Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary to take such action.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (China Customer Relations Centers, Inc.), Agreement and Plan of Merger (Bona Film Group LTD), Agreement and Plan of Merger (Gridsum Holding Inc.)
Obligations of Parent and of the Company. Whenever this ---------------------------------------- Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Ohm Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Merger Sub or any other Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub or such other Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Ak Steel Holding Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Covetrus, Inc.), Agreement and Plan of Merger (Benefytt Technologies, Inc.), Agreement and Plan of Merger (Vonage Holdings Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the First Effective Time or the Second Effective Time, on the part of the Initial Surviving Corporation Company or the Final Surviving Entity, as applicable, to cause such Subsidiary to take such action.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Twenty-First Century Fox, Inc.)
Obligations of Parent and of the Company. Whenever Except as otherwise specifically provided herein, whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ivax Corp), Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Visicu Inc), Joinder Agreement (DiamondPeak Holdings Corp.), Agreement and Plan of Merger (Sterling Venture Partners L P)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall will be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall will be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Terayon Communication Systems), Agreement and Plan of Merger (G&k Services Inc), Agreement and Plan of Merger (Cintas Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary subsidiary of Parent to take any action, such that requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary that subsidiary to take such that action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such that requirement shall be deemed to include an undertaking on the part of the Company to cause such that Company Subsidiary to take such that action and, after the Effective Time, on the part of the Surviving Corporation to cause such that Company Subsidiary to take such that action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Proquest Co)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Initial Surviving Corporation Company or the Final Surviving Company to cause such Subsidiary to take such action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Time Warner Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Company Merger Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary to take such action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Parkway, Inc.), Agreement and Plan of Merger (Carter Wallace Inc /De/), Agreement and Plan of Merger (MCC Acquisition Holdings Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary (including, after the Effective Time, the Surviving Corporation and its Subsidiaries) to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Campbell Thomas J)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent (including Merger Sub) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the applicable Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink Inc)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lawson Software, Inc.), Agreement and Plan of Merger (EnergySolutions, Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company Company, if any, to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Amalgamated Company to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Amalgamation (Intelsat LTD), Amalgamation Agreement (Teekay Shipping Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent (including, without limitation, the Surviving Corporation from and after the Effective Time) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sm&A), Agreement and Plan of Merger (Topps Co Inc)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent (including, after the Effective Time, the Surviving Corporation) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Stockholder Agreement (Premark International Inc), Agreement and Plan of Merger (Premark International Inc)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary Merger Sub or another Affiliate of Parent to take any action, such requirement Parent shall be deemed to include an undertaking on the part liable for any failure of Parent to cause such Subsidiary Person to take such action. Whenever this Agreement requires a any Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Krispy Kreme Doughnuts Inc), Agreement and Plan of Merger (Panera Bread Co)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (China Nuokang Bio-Pharmaceutical Inc.), Agreement and Plan of Merger (China Fire & Security Group, Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent (including Merger Sub and, after the Effective Time, the Surviving Corporation) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take take, and (if necessary) to provide funding for, such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elevate Credit, Inc.), Agreement and Plan of Merger (Elevate Credit, Inc.)
Obligations of Parent and of the Company. Whenever Except as otherwise specifically provided herein, whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Final Surviving Corporation Entity to cause such Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wright Medical Group Inc), Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Parent Subsidiary of Parent to take any action, such that requirement shall be deemed to include an undertaking on the part of Parent to cause such that Parent Subsidiary to take such that action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such that requirement shall be deemed to include an undertaking on the part of the Company to cause such that Company Subsidiary to take such that action and, after the Effective Time, on the part of the Surviving Corporation to cause such that Company Subsidiary to take such that action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GXS Corp), Agreement and Plan of Merger (Corecomm LTD)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary Purchaser or another Affiliate of Parent to take any action, such requirement Parent shall be deemed to include an undertaking on the part liable for any failure of Parent to cause such Subsidiary Person to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caribou Coffee Company, Inc.)
Obligations of Parent and of the Company. Whenever this Agreement ---------------------------------------- requires a Parent Subsidiary of Parent to take any action, such that requirement shall be deemed to include an undertaking on the part of Parent to cause such that Parent Subsidiary to take such that action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such that requirement shall be deemed to include an undertaking on the part of the Company to cause such that Company Subsidiary to take such that action and, after the Effective Time, on the part of the Surviving Corporation to cause such that Company Subsidiary to take such that action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary or Affiliate to take such action.. 45
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Cannabis Company, Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent (including, without limitation, the Surviving Corporation from and after the earlier to occur of (i) the Control Date and (ii) the Effective Time) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement ---------------------------------------- requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Stockholder Agreement (Alza Corp)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any actionaction (including Merger Sub and the Surviving Corporation), such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires Sub or a Parent Subsidiary of Parent to take any action, such requirement shall be deemed to include constitute an undertaking on the part of Parent to cause Sub or such Parent Subsidiary to take such action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such requirement shall be deemed to include constitute an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective TimeDate, on the part of the Surviving Corporation to cause such Company Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary Sub to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent (including Cingular) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company (including Cingular) to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary subsidiary to take such action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Company Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commerce Group Inc /Ma)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Company Merger Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Focus Financial Partners Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary or Affiliate of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary or Affiliate to take such action. Whenever this Agreement requires a Subsidiary or Affiliate of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary or Affiliate to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary or Affiliate to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biohaven Pharmaceutical Holding Co Ltd.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any actionaction on or prior to the Closing, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any actionaction on or prior to the Closing, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dyncorp International Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take taken any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent (including HDP or Merger Sub) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American General Corp /Tx/)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary Subsidi- ary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement require- ment shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Equitable of Iowa Companies)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Company Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Company Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.this
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Samples: Agreement and Plan of Merger (Butler Manufacturing Co)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary or, solely with respect to the limitations on acquisitions of any food manufacturers in Section 7.05(a), Affiliate of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, an action such requirement shall will be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, subject to the limitations set forth in Section 7.1(c)(i), such requirement shall will be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest City Realty Trust, Inc.)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any actionaction (including Purchaser and the Surviving Corporation), such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include constitute an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include constitute an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ballard Medical Products)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take (or refrain from taking) any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take (or refrain from taking) such action. Whenever this Agreement requires a Subsidiary of the Company to take (or refrain from taking) any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take (or refrain from taking) such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. SIGNATURE PAGES FOLLOW.]
Appears in 1 contract
Samples: Agreement and Plan of Merger (Motorola Mobility Holdings, Inc)
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary subsidiary to take such action. Whenever this Agreement requires a Subsidiary subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Initial Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary or Affiliate to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Cannabis Company, Inc.)
