Delisting. 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 Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.)
Delisting. Prior to the Effective Time, the 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 Legal Requirements Applicable Law (including the Nasdaq Rulesrules and regulations of Nasdaq) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Micros Systems Inc), Agreement and Plan of Merger (Oracle Corp)
Delisting. Prior To the extent requested by Parent, 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 Legal Requirements (including Laws and the rules and policies of Nasdaq Rules) to enable the de-listing by the Surviving Corporation delisting of the shares of Company Common Stock from Nasdaq and the deregistration of the shares of Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Applied Molecular Transport Inc.)
Delisting. Prior to the Effective Time, the 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 Legal Requirements (Applicable Law, including the Nasdaq Rules) rules and regulations of the NYSE to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NYSE and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Netsuite Inc), Agreement and Plan of Merger (Oracle Corp)
Delisting. Prior to the Effective Time, upon Parent’s request, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause take all actions necessary to be taken, all actions, and do or taken prior to the Effective Time to cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation delisting of the Company Common Stock from Nasdaq and the deregistration termination of the Company Common Stock Company’s registration under the Exchange Act Act, in each case, as promptly soon as reasonably practicable after following the Effective Time, subject to compliance with the Company’s obligations under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Magellan Health Inc)
Delisting. 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 Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the New York Stock Exchange and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marvell Technology Group LTD), Agreement and Plan of Merger (Aquantia Corp)
Delisting. 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, actions reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) necessary to enable the Surviving Corporation to de-listing by list the Surviving Corporation of Company’s securities from the Company Common Nasdaq Stock from Nasdaq Market and de-register the deregistration of the Company Common Stock Company’s securities under the Exchange Act as promptly soon as practicable after following the Effective Time.
Appears in 2 contracts
Samples: Agreement (Deltek, Inc), Agreement and Plan of Merger (Archipelago Learning, Inc.)
Delisting. 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, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rulesrules and regulations of The NASDAQ Stock Market) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq The NASDAQ Stock Market and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Altera Corp)
Delisting. 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, actions reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) necessary to enable the Surviving Corporation to de-listing by list the Surviving Corporation of Company’s securities from the Company Common Stock from Nasdaq Capital Market and de-register the deregistration of the Company Common Stock Company’s securities under the Exchange Act as promptly soon as practicable after following the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.)
Delisting. 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 Legal Requirements (including the Nasdaq Rules) Applicable Laws to enable the de-listing by the Surviving Corporation of the Company Common Stock and Company Warrants from Nasdaq and the deregistration of the Company Common Stock and Company Warrants under the Exchange Act as promptly as practicable after the Effective Time, and in any event no more than two (2) Business Days after the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CarLotz, Inc.), Agreement and Plan of Merger (Shift Technologies, Inc.)
Delisting. Prior to the Effective Time, the 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 Legal Requirements Applicable Law (including the Nasdaq Rules) rules and regulations of the NYSE to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NYSE and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract
Delisting. Prior to the Effective Time, the 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 all things, actions reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) Applicable Laws and rules and policies of NASDAQ to enable the de-listing by the Surviving Corporation delisting of the Company Common Stock Shares from Nasdaq the NASDAQ and the deregistration termination of the Company Common Stock its registration under the Exchange Act 1934 Act, in each case, as promptly as practicable after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anacor Pharmaceuticals, Inc.)
Delisting. Prior to the Effective Time, the 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 Legal Requirements (Applicable Law, including the Nasdaq Rules) rules and regulations of Nasdaq, to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract
Delisting. 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 Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Class A Common Stock from Nasdaq the New York Stock Exchange and the deregistration of the Company Class A Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract
Delisting. 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 Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from the Nasdaq Capital Market and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)
Delisting. 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 Legal Requirements (including the Nasdaq Rules) Laws to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NASDAQ and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ecology & Environment Inc)
Delisting. Prior to the Effective Time, the 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 Legal Requirements Applicable Law (including the rules and regulations of Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time).
Appears in 1 contract
Delisting. 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 Legal Requirements (including the Nasdaq Rules) Laws and rules and policies of NASDAQ to enable the de-listing delisting by the Surviving Corporation of the Company Common Stock Shares from Nasdaq NASDAQ and the deregistration of the Company Common Stock Shares under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trunkbow International Holdings LTD)
Delisting. Prior to the Effective TimeClosing Date, 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 Legal Requirements (including the Nasdaq Rulesrules and regulations of the NASDAQ Stock Market) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq NASDAQ and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silicon Graphics International Corp)
Delisting. Prior to the Effective Time, the 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 Legal Requirements Applicable Law (including the Nasdaq Rulesrules and regulations of the NYSE) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NYSE and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Appears in 1 contract