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: Merger Agreement (Delta Natural Gas Co Inc), Merger Agreement (Questar Corp), Merger Agreement (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: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (Matson, Inc.), Merger Agreement (Zygo 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: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc), Merger Agreement (Icx Technologies Inc)

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: Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp)

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: Merger Agreement, Merger Agreement (Washington Gas Light Co)

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: Merger Agreement (MRV Communications 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: Merger Agreement (Sagent Pharmaceuticals, 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: Merger Agreement (DARA BioSciences, 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: Merger Agreement (Talen Energy Supply, LLC)

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: Merger Agreement (Forest Laboratories Inc)

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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) 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: Merger Agreement (Mercury Computer Systems 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: Merger Agreement (Telenav, Inc.)

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: Merger Agreement (Isramco Inc)

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: Merger Agreement (Rural Cellular 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 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: Merger Agreement (L-1 Identity Solutions, Inc.)

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: Merger Agreement (Presidential Life Corp)

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