Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Franchise Group, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other another Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other Party under this Agreement, which obligation is performed, performed or satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, performed or satisfied or fulfilled by such Party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Rentals, Inc.), Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary or Affiliate of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary or Affiliate to take such action. Whenever this Agreement requires a Subsidiary or Affiliate of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary or Affiliate to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary or Affiliate to take such action. Any obligation of one Party to any other Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary or an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.), Agreement and Plan of Merger (Collectors Universe Inc)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other another Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Destination Maternity Corp), Agreement and Plan of Merger (Spectra Energy Corp.), Agreement and Plan of Merger
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary or Affiliate of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary or Affiliate to take such action. Whenever this Agreement requires a Subsidiary or Affiliate of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary or Affiliate to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary or Affiliate to take such action. Any obligation of one Party party to any other Party party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary or an Affiliate of such Partyparty, shall be deemed to have been performed, satisfied or fulfilled by such Partyparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rada Electronic Industries LTD), Agreement and Plan of Merger (Leonardo DRS, Inc.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent Entegris to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company Entegris to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Combined Company to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of Versum to take any action, such requirement shall be deemed to include an undertaking on the part of Versum to cause such Subsidiary to take such action. Any obligation of one Party to any other another Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Versum Materials, Inc.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Gulf Effective Time, on the part of the Gulf Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.), Agreement and Plan of Merger (DraftKings Inc.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party party to any other Party another party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Partyparty, shall be deemed to have been performed, satisfied or fulfilled by such Partyparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other another Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 1 contract
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Combined Company to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company Versum to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Versum to cause such Subsidiary to take such action. Any obligation of one Party to any other another Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Versum Materials, Inc.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Public Parent or Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Public Parent or Parent, as applicable, to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary to take such action. Any obligation of one Party to any other Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triton International LTD)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent Xxxxxx to take any action, such requirement shall be deemed to include an undertaking on the part of Parent Xxxxxx to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company L3 to take any action, such requirement shall be deemed to include an undertaking on the part of the Company L3 to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other another Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (L3 Technologies, Inc.)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party party to any other Party another party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Partyparty, shall be deemed to have been performed, satisfied or fulfilled by such Partyparty.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent Xxxxxx to take any action, such requirement shall be deemed to include an undertaking on the part of Parent Xxxxxx to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company L3 to take any action, such requirement shall be deemed to include an undertaking on the part of the Company L3 to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action. Any obligation of one Party to any other another Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. 11.11.
Appears in 1 contract
Samples: Execution Version Agreement and Plan of Merger (Harris Corp /De/)
Fulfillment of Obligations. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation Company to cause such Subsidiary to take such action. Any obligation of one Party to any other Party under this Agreement, which obligation is performed, satisfied or properly fulfilled by a Subsidiary of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Textainer Group Holdings LTD)
