Common use of Conduct of Parent and Merger Sub Clause in Contracts

Conduct of Parent and Merger Sub. (a) Parent will not, and will cause each of its Subsidiaries to not, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, (i) result in any of the conditions to the Merger not being satisfied or (ii) prevent, materially delay or materially impede the ability of Parent or Merger Sub to timely consummate the Merger or the other Contemplated Transactions. (b) Parent shall, immediately following execution of this Agreement, adopt this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub.

Appears in 2 contracts

Samples: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co)

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Conduct of Parent and Merger Sub. (a) Subject to the other provisions of this Agreement, Parent will not, and will cause each of its Subsidiaries to not, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, (i) result in any of the conditions to the Merger not being satisfied or (ii) prevent, materially delay delay, or materially impede the ability of Parent or and Merger Sub to timely consummate the Merger or the other Contemplated Transactions. (b) Parent shall, immediately following execution of this Agreement, adopt this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub.

Appears in 1 contract

Samples: Merger Agreement (Duckhorn Portfolio, Inc.)

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Conduct of Parent and Merger Sub. (a) Subject to the other provisions of this Agreement, including Section 5.8, Parent will shall not, and will shall cause each of its Subsidiaries to not, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, (i) result in any of the conditions to the Merger not being satisfied or (ii) prevent, materially delay delay, or materially impede the ability of Parent or and Merger Sub to timely consummate the Merger or the other Contemplated Transactions. (b) Parent shall, immediately following execution of this Agreement, adopt this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub.

Appears in 1 contract

Samples: Merger Agreement (Circor International Inc)

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