Common use of Stock Exchange De-listing Clause in Contracts

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq and the deregistration of the Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Realogy Holdings Corp.), Agreement and Plan of Merger (Harris Interactive Inc), Agreement and Plan of Merger (MediaMind Technologies Inc.)

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Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq the NYSE to enable the de-listing by the Surviving Corporation of the Company Shares from Nasdaq the NYSE and the deregistration of the Company Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days thereafter.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Exxon Mobil Corp), Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws Law and rules and policies of Nasdaq NASDAQ to enable cause the de-listing by the Surviving Corporation delisting of the Shares Company Common Stock from Nasdaq and the deregistration of the Shares under the 1934 Act NASDAQ as promptly as practicable after the Effective Time (provided that no such action shall be required to be effective prior to the Effective Time, ) and in any event no more than ten days thereafterthe deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after such delisting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Finjan Holdings, Inc.), Agreement and Plan of Merger (Carbonite Inc), Agreement and Plan of Merger (Open Text Corp)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq NASDAQ to enable the de-listing by the Surviving Corporation of the Shares Company Common Stock from Nasdaq NASDAQ and the deregistration of the Shares Company Common Stock under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafterafter the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Catapult Communications Corp), Agreement and Plan of Merger (Ixia)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq NASDAQ to enable the de-listing by the Surviving Corporation of the Shares Company Stock from Nasdaq NASDAQ and the deregistration of the Shares Company Stock under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall reasonably cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do do, or cause to be done done, all things, things reasonably necessary, proper or advisable necessary on its part under Applicable applicable Laws and rules and policies of Nasdaq the Applicable Exchange to enable the de-listing by the Surviving Corporation of the Shares shares of Common Stock from Nasdaq the Applicable Exchange and the deregistration of the Shares shares of Common Stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Boulder Brands, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under pursuant to Applicable Laws Law and rules and policies of Nasdaq to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq and the deregistration of the Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sizmek Inc.), Agreement and Plan of Merger (Sizmek Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall reasonably cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done done, all things, things reasonably necessary, proper or advisable necessary on its part under Applicable applicable Laws and rules and policies of Nasdaq the Applicable Exchange to enable the de-listing by the Surviving Corporation of the Shares shares of Common Stock from Nasdaq the Applicable Exchange and the deregistration of the Shares shares of Common Stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Annie's, Inc.), Agreement and Plan of Merger

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq NASDAQ to enable the de-listing by the Surviving Corporation of the Shares Company Stock from Nasdaq NASDAQ and the deregistration of the Company Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Costar Group Inc), Agreement and Plan of Merger (LoopNet, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of Nasdaq the NASDAQ Stock Market LLC to enable the de-listing by of the common stock of the Surviving Corporation of from the Shares from Nasdaq NASDAQ Stock Market LLC and the deregistration of the Shares such common stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dusa Pharmaceuticals Inc), Agreement and Plan of Merger (Sepracor Inc /De/)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq NASDAQ to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq NASDAQ and the deregistration of the Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Campbell Soup Co), Agreement and Plan of Merger (Sovos Brands, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of Nasdaq the NYSE Alternext to enable the de-listing by the common stock of the Surviving Corporation of from the Shares from Nasdaq NYSE Alternext and the deregistration of the Shares common stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafterafter the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Minrad International, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq the NYSE to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq the NYSE and the deregistration of the Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xerium Technologies Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws Law and rules and policies of Nasdaq NASDAQ to enable cause the de-listing by the Surviving Corporation delisting of the Company Shares from Nasdaq and the deregistration of the Shares under the 1934 Act NASDAQ as promptly as practicable after the Effective Time, and Time (in any event no more than ten (10) days thereafterafter the date of the Closing) and the deregistration of the Company Shares under the Exchange Act as promptly as practicable after such delisting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Guidance Software, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, each of the Company and Parent shall cooperate with Parent each other and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, things reasonably necessary, proper or advisable necessary on its part under Applicable Laws Law and rules and policies of Nasdaq NASDAQ to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq NASDAQ and the deregistration of the Shares under the 1934 Act as promptly as reasonably practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BTRS Holdings Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of Nasdaq NASDAQ to enable the de-listing by the Surviving Corporation of the Shares Company Common Stock from Nasdaq NASDAQ and the deregistration of the Shares Company Common Stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lca Vision Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of Nasdaq the NASDAQ Stock Market LLC to enable the de-listing by the common stock of the Surviving Corporation of from the Shares from Nasdaq NASDAQ Stock Market LLC and the deregistration of the Shares common stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.after the Effective Time. ARTICLE 7

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciele Pharma, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq the NOTC to enable the de-listing by the Surviving Corporation of the Shares shares of Company Common Stock from Nasdaq and the deregistration of the Shares under the 1934 Act NOTC as promptly as practicable on or after the Effective Time, and in any event no more than ten days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scorpio Tankers Inc.)

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Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of Nasdaq The NASDAQ Stock Market LLC to enable the de-listing by of the common stock of the Surviving Corporation of the Shares from Nasdaq The NASDAQ Stock Market LLC and the deregistration of the Shares such common stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inspire Pharmaceuticals Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq the NYSE to enable the de-listing by the Surviving Corporation of the Shares Company Stock from Nasdaq the NYSE and the deregistration of the Shares Company Stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten 10 days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premiere Global Services, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall will cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, and following the Effective Time, Parent and the Surviving Corporation shall use reasonable best efforts to take, or cause to be taken, all actions, actions reasonably necessary pursuant to applicable Law and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and the rules and policies regulations of Nasdaq to enable cause the Company’s securities to be de-listing by the Surviving Corporation of the Shares listed from Nasdaq as promptly as practicable following the Effective Time and the deregistration of the Shares to be de-registered under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereaftersuch de-listing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NGM Biopharmaceuticals Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq the NYSE to enable the de-listing by the Surviving Corporation of the Shares Company Securities from Nasdaq the NYSE and the deregistration of the Shares Company Stock under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PharMerica CORP)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall reasonably cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done done, all things, things reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of Nasdaq the NASDAQ Global Select Market to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq the NASDAQ Global Select Market and the deregistration of the Shares Company Common Stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pantry Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of Nasdaq the NYSE to enable the de-listing by the Surviving Corporation of the Company Shares from Nasdaq the NYSE and the deregistration of the Company Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Denbury Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do do, or cause to be done done, all things, things reasonably necessary, proper or advisable necessary on its part under Applicable applicable Laws and rules and policies of Nasdaq the Applicable Exchange to enable the de-listing by the Surviving Corporation of the Shares shares of Common Stock from Nasdaq the Applicable Exchange and the deregistration of the Shares shares of Common Stock under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reis, Inc.)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and rules and policies of the Nasdaq to enable the de-listing by the Surviving Corporation of the Shares from the Nasdaq and the deregistration of the Shares under the 1934 Act as promptly as practicable after the Effective Time, and in any event no more than ten 10 days thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Union Drilling Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable pursuant to applicable Laws and rules and policies of Nasdaq the NASDAQ to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq the NASDAQ and the deregistration of the Shares under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in provided the Company shall not be required to take any event no more than ten days thereafteraction that would be effective or irrevocable prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lattice Semiconductor Corp)

Stock Exchange De-listing. Prior to After the Effective Acceptance Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of Nasdaq to enable the de-listing by the Surviving Corporation of the Shares from Nasdaq and the deregistration of the Shares under the 1934 Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten within 10 days thereafter. Neither Parent nor the Company shall cause the Shares to be de-listed from Nasdaq prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ems Technologies Inc)

Stock Exchange De-listing. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to taketake or cause to be taken, and following the Effective Time, Parent shall take or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable applicable Laws and rules and policies of the Nasdaq to enable cause the de-listing by the Surviving Corporation delisting of the Company of the Company Shares from the Nasdaq and the deregistration of the Shares under the 1934 Act as promptly as practicable after the Effective Time, Time and in any event no more than ten days thereafterthe deregistration of the Company Shares under the Exchange Act as promptly as practicable after such delisting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Fire & Security Group, Inc.)

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