Conduct of Parent and Merger Sub. Each of Parent and Merger Sub agrees that, from the date hereof to the Effective Time, it shall not (a) take any action that is intended to or would reasonably be likely to result in any of the conditions to effecting the Mergers set forth in Article VIII becoming incapable of being satisfied or (b) take any action or fail to take any action which would, or would reasonably be likely to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the Acquisition Merger or the other transactions contemplated by this Agreement or to obtain financing for the Acquisition Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Care Reit Inc /De/), Agreement and Plan of Merger (Sunrise Senior Living Inc)
Conduct of Parent and Merger Sub. Each of Parent and Merger Sub agrees that, from the date hereof to the Effective Time, it shall not (a) take any action that is intended to or would reasonably be likely to result in any of the conditions to effecting the Mergers set forth in Article VIII becoming incapable of being satisfied or (b) take any action or fail to take any action which would, or would reasonably be likely to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the Acquisition Merger Mergers or the other transactions contemplated by this Agreement or to obtain financing for the Acquisition MergerMergers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quality Care Properties, Inc.), Agreement and Plan of Merger (Welltower Inc.)
Conduct of Parent and Merger Sub. Each of Parent and Merger Sub agrees that, from the date hereof to the Effective Time, it shall not (ai) take any action that is intended to or would reasonably be likely to result in any of the conditions to effecting the Mergers Merger set forth in Article VIII Sections 8.1 and 8.3 becoming incapable of being satisfied satisfied, or (bii) take any action or fail to take any action which would, or would reasonably be likely to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the Acquisition Merger or the other transactions contemplated by this Agreement or to obtain financing for the Acquisition MergerAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn National Gaming Inc)
