Common use of Merger Sub and Surviving Corporation Clause in Contracts

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Delta Natural Gas Co Inc), Agreement and Plan of Merger (Questar Corp), Agreement and Plan of Merger (Dominion Resources Inc /Va/)

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Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.), Agreement and Plan of Merger (Zygo Corp)

Merger Sub and Surviving Corporation. (a) Parent and US Parent shall take or cause to be taken all actions necessary to (ai) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and (bii) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, US Parent and Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the TransactionsTransactions or the Restructuring.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp)

Merger Sub and Surviving Corporation. Parent shall will take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement Agreement, as applicable and (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp)

Merger Sub and Surviving Corporation. Parent shall will take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and Agreement, (b) cause Merger Sub to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement. Prior Agreement and (c) ensure that, prior to the Effective Time, Merger Sub shall not engage in conduct any activity of business, make any nature except for activities related investments or incur or guarantee any indebtedness, other than acquiring Shares pursuant to or in furtherance of the TransactionsOffer.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Icx Technologies Inc)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (including taking all actions necessary to cause Intermediate Parent to) (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Washington Gas Light Co)

Merger Sub and Surviving Corporation. Parent shall will take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and Agreement, (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior Agreement and (c) ensure that, prior to the Effective Time, Merger Sub shall not engage in conduct any activity of business, make any nature except for activities related to investments or in furtherance of the Transactionsincur or guarantee any indebtedness.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rural Cellular Corp)

Merger Sub and Surviving Corporation. Parent shall will take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and Agreement, (b) cause Merger Sub to consummate the Merger on the terms and subject to the conditions set forth in this Agreement. Prior Agreement and (c) ensure that, prior to the Effective Time, Merger Sub shall not engage in conduct any activity of business, make any nature except for activities related to investments or in furtherance of the Transactionsincur or guarantee any indebtedness.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Presidential Life Corp)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations required to be performed under this Agreement and (b) cause Merger Sub to consummate the Offer and the Merger on the terms and subject to the conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MRV Communications Inc)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub, Secondary Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement Agreement, and (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DARA BioSciences, Inc.)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and Agreement, (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior Agreement and (c) ensure that, prior to the Effective Time, Merger Sub shall not engage in conduct any activity of business, make any nature except for activities related investments or incur or guarantee any indebtedness, other than consummating the Merger pursuant to or in furtherance of the Transactionsthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)

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Merger Sub and Surviving Corporation. Each of Naphtha and Parent shall will take all actions necessary to (a) cause Merger Sub and the Surviving Corporation Corporation, to perform promptly their respective obligations under this Agreement and Agreement, (b) cause Merger Sub to commence and consummate the Merger on the terms and conditions set forth in this Agreement. Prior Agreement and (c) ensure that, prior to the Effective Time, Merger Sub shall not engage in conduct any activity of business, make any nature except for activities related to investments or in furtherance of the Transactionsincur or guarantee any indebtedness.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Isramco Inc)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and (b) including to cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior ) and (b) ensure that, prior to the Effective Time, Merger Sub shall not engage in conduct any activity of business, make any nature except for activities related investments or incur or guaranty any Indebtedness, other than consummating the Merger pursuant to or in furtherance of the Transactionsthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mercury Computer Systems Inc)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and (b) cause Merger Sub and, without limitation, to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)

Merger Sub and Surviving Corporation. Parent shall will take all actions necessary to (a) cause Merger Sub and the Surviving Corporation Corporation, to perform promptly their respective obligations under this Agreement and Agreement, (b) cause Merger Sub to commence and consummate the Merger on the terms and conditions set forth in this Agreement. Prior Agreement and (c) ensure that, prior to the Effective Time, Merger Sub does not conduct any business, make any investments or incur or guarantee any indebtedness. Parent and Merger Sub shall not engage in be jointly and severally liable for the failure by either of them to perform and discharge any activity of any nature except for activities related their respective covenants, agreements and obligations pursuant to or in furtherance of the Transactionsthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telenav, Inc.)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform promptly their respective obligations under this Agreement and (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forest Laboratories Inc)

Merger Sub and Surviving Corporation. Parent shall take all actions necessary to (a) cause Merger Sub and and, following the Effective Time, the Surviving Corporation to perform promptly their respective obligations under this Agreement and (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement. Prior to the Effective Time, Merger Sub shall not engage in any activity of any nature except for activities related to or in furtherance of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)

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