By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a6.2(a) or Section 7.3(b6.2(b) would not be satisfied.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (DRS Technologies Inc), Merger Agreement (Paravant Inc), Merger Agreement (Paravant Inc)
By Parent. The Parent and the Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Sea Pines Associates Inc), Merger Agreement (American Management Systems Inc), Merger Agreement (Cgi Group Inc)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement of which Parent has Knowledge, in each case, such that the conditions set forth in Section 7.3(a6.2(a) or Section 7.3(b6.2(b) would not be satisfied.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
By Parent. Parent and Merger Sub Subs shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a6.2(a) or Section 7.3(b6.2(b) would not be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/), Merger Agreement (Divx Inc)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a6.3(a) or Section 7.3(b6.3(b) would not be satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Storage Technology Corp), Merger Agreement (Sun Microsystems, Inc.), Merger Agreement (Tarantella Inc)
By Parent. Parent and Merger Sub 1 shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub 1 to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it either of them under this Agreement, in each case, such that the conditions set forth in Section 7.3(a6.2(a) or Section 7.3(b6.2(b) would not be satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Merger Agreement (Pharmacopeia Inc)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing Novadigm of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any material respect, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Novadigm Inc)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, Agreement in each case, case such that the conditions set forth in Section 7.3(aSections 6.3(a) or Section 7.3(b6.3(b) would not be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Seebeyond Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition covenant or agreement required to be complied with or satisfied by it either of them under this AgreementAgreement at or prior to the Closing, in each case, such that the conditions set forth in Section 7.3(a6.2(a) or Section 7.3(b6.2(b) would not be satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Avigen Inc \De), Merger Agreement (Medicinova Inc)
By Parent. Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement of which Parent has Knowledge, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would Sections 6.2(a)or 6.2(b)would not be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Vantagemed Corp)
By Parent. Parent and Merger Sub shall give prompt written notice to the Company in writing of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurateinaccurate such that the condition set forth in Section 6.2(a) would not be satisfied, or any failure of either Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, Agreement such that the conditions condition set forth in Section 7.3(a) or Section 7.3(b6.2(b) would not be satisfied.
Appears in 1 contract
Samples: Merger Agreement (Neoware Inc)
