Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 39 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Rover Group, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger (Precision Therapeutics Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (Kaleyra, Inc.), Agreement and Plan of Merger (Quotient Technology Inc.)
Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Icosavax, Inc.), Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Agreement and Plan of Merger (Biogen Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to cause Merger Sub to consummate the Merger Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Allergan PLC)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc), Agreement and Plan of Merger and Reorganization (Luna Innovations Inc), Agreement and Plan of Merger (Allos Therapeutics Inc)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 5 contracts
Samples: And Restated Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (QLT Inc/Bc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and other transactions contemplated by this Agreement upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Apigee Corp), Merger Agreement (Rofin Sinar Technologies Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby (including the Merger) upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles Corp)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Open Text Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementFinancing Commitments.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Exelis Inc.), Agreement and Plan of Merger (Intrexon Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger and payment of any amounts payable hereunder, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Standard Microsystems Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger
Obligations of Merger Sub. Parent will shall, and shall take all action necessary to cause Merger Sub and the Surviving Corporation to to, perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sonosite Inc), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (ArcSight Inc)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Biospecifics Technologies Corp), Agreement and Plan of Merger (Endo International PLC), Agreement and Plan of Merger (Momenta Pharmaceuticals Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. The obligations and liability of Parent and Merger Sub will hereunder shall be jointly joint and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreementseveral.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Capital Strategies LTD), Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (Memry Corp)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KMG Chemicals Inc), Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Linear Technology Corp /Ca/)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenantsSub, agreements and obligations pursuant to a written consent adopting this Agreement.
Appears in 3 contracts
Samples: Acquisition Agreement (Dot Hill Systems Corp), Acquisition Agreement (Ca, Inc.), Acquisition Agreement (Rally Software Development Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxlinear Inc), Agreement and Plan of Merger (Exar Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Darden Restaurants Inc), Agreement and Plan of Merger (PRGX Global, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.), Agreement and Plan of Merger (Cision Ltd.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform when due their respective obligations pursuant to under this Agreement and to consummate the Merger upon transactions contemplated by this Agreement, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cognos Inc), Agreement and Plan of Merger (Applix Inc /Ma/)
Obligations of Merger Sub. Parent will shall take all action commercially reasonable actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Offer and the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Rocket Fuel Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon the terms and subject Agreement, including with respect to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for consummation of the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Foundation Building Materials, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transaction upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitamin Shoppe, Inc.), Agreement and Plan of Merger (Liberty Tax, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform and comply with each of their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent Agreement and ensure that Merger Sub will be jointly and severally liable for Sub, prior to the failure by either of them Effective Time, shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to perform and discharge any of their respective covenants, agreements and its obligations pursuant to under this AgreementAgreement or the transactions contemplated hereby.
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 Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Integrated Device Technology Inc)
Obligations of Merger Sub. Subject to the terms and conditions set forth in this Agreement, Parent will shall take all action reasonably necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger the'Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to, and subject to the terms and conditions of, this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. The Parent and Merger Sub will Entities shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Closing, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Offer, the Merger and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and (following the Effective Time) the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.ARTICLE VIII
Appears in 1 contract
Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.. 6.13
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to under this Agreement and to consummate the Merger and other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Closing, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and including the obligations hereunder to consummate the Offer, the Merger and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chembio Diagnostics, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to cause Merger Sub to consummate the Merger Transactions, including the Offer, the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Repros Therapeutics Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementAgreement prior to the Closing.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with NRS 78.320 and in its capacity as the sole stockholder of Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenantsSub, agreements and obligations pursuant to a written consent adopting this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in under this Agreement. Parent , the Debt Financing and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementAlternative Debt Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smithfield Foods Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.ARTICLE VII
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)
Obligations of Merger Sub. Parent will take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to under this Agreement and to consummate the Merger upon on the terms and subject to the conditions set forth in this Agreement. Parent unconditionally guarantees the full and complete performance by Merger Sub will or the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be jointly and severally liable with Merger Sub for any breach of any covenant or obligation of Merger Sub or the failure by either of them to perform and discharge any of their respective covenantsSurviving Corporation, agreements and obligations pursuant to as applicable, under this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tufin Software Technologies Ltd.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Proton Parent, Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent, Proton Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon and the Transactions on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and and, following the Effective Time, the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelport Worldwide LTD)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in under this Agreement, the Financing Commitments and any Alternative Financing. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.. 80 6.13
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.59
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either Table of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.Contents
Appears in 1 contract
