Obligations of Parent and 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 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 4 contracts
Samples: Agreement and Plan of Merger (Dialogic Inc.), Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Talbots Inc)
Obligations of Parent and the Company. Whenever this Agreement requires a Subsidiary Acquisition 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 Subsidiary of the Company Subsidiary 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 (National Holdings Corp), Agreement and Plan of Merger (Fortress Biotech, Inc.)
Obligations of Parent and 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 Subsidiary 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 (Comforce Corp), Agreement and Plan of Merger (Comprehensive Care Corp)
Obligations of Parent and the Company. Whenever this Agreement requires a Subsidiary subsidiary of Parent to take any action, such requirement requirements 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 of the Company Subsidiary to take any action, such requirement requirements 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 subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioreliance Corp), Agreement and Plan of Merger (Invitrogen Corp)
Obligations of Parent and 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 Subsidiary 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: Ericsson MPD Acquisition Corp, Microwave Power Devices Inc
Obligations of Parent and 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) to take such action. Whenever this Agreement requires a Subsidiary of the Company Subsidiary 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, an undertaking 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 (Hologic Inc), Agreement and Plan of Merger (Gen Probe Inc)
Obligations of Parent and the Company. Whenever this Agreement requires a Subsidiary of Parent (including, for the avoidance of doubt, the Surviving Company or the Surviving Partnership) 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 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 Company Merger Effective Time, on the part of the Surviving Corporation Company to cause such Company Subsidiary to take such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (InfraREIT, Inc.)
Obligations of Parent and 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 Subsidiary 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
Samples: Agreement and Plan of Merger (Einstein Noah Restaurant Group Inc)
Obligations of Parent and 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 the Subsidiary of the Company Subsidiary to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company its Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Company to cause such its Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and the Company. Whenever this Agreement requires a Acquirer or any Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Acquirer or such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company Subsidiary 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 TimeClosing, on the part of the Surviving Corporation Company to cause such Subsidiary to take such action.
Appears in 1 contract
Obligations of Parent and 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 any Subsidiary of the Company Subsidiary to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause any such Company Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause any such Subsidiary to take such action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Obligations of Parent and 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 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
