Common use of Merger Sub Clause in Contracts

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub the other Parent Parties to perform its their obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or liabilities.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by or in furtherance of this Agreement, or incur or guarantee any indebtednessindebtedness other than as necessary for the consummation of the transaction contemplated hereby.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or liabilities.

Merger Sub. Parent will take all action necessary (ai) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (bii) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or activities or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action commercially reasonable actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness other than the Financing.

Merger Sub. Parent will take all action actions necessary to (a) form the Merger Sub and cause Merger Sub to execute and deliver a Joinder Agreement within one Business Day after the date hereof; (b) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement; and (bc) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action necessary shall (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger Transaction on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action reasonable best actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct have engaged in any business activities or make conducted any investments operations, other than as specifically contemplated by pursuant to this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, Agreement or incur or guarantee any indebtednessas necessary to consummate the Transactions.

Merger Sub. The Parent will take all action necessary (a) to shall cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. During the period from the date of this Agreement and (b) to ensure that, prior to through the Effective Time, except as expressly provided in this Agreement, the Merger Sub shall not, and the Purchaser shall not permit the Merger Sub to, conduct any business or make undertake any investments other than activities except as specifically contemplated by this Agreement, or incur or guarantee any indebtednessrequired in performing its express obligations hereunder.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any third party indebtedness.

Merger Sub. Parent will LP shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Partnership Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Partnership Merger Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub the other Parent Parties to perform its their obligations under this Agreement and to consummate the Merger Mergers on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness. The Company shall take all actions necessary to cause the Company Operating Partnership to perform its obligations under this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.

Merger Sub. Parent will take all action necessary shall (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any Indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Agreement. Merger Sub shall not conduct engage in any business which is not in connection with the Merger or make any investments other than as specifically transactions contemplated by this Agreement, or incur or guarantee any indebtednesshereby.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub and the Surviving Corporation to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action reasonable actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Company to perform its obligations under this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.

Merger Sub. Parent will take all action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and in accordance with the KGCC as promptly as is reasonably practicable following the execution of this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct any business or make any investments other than as specifically expressly contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. The Parent will take all action actions necessary to (a) to cause the Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, that the Merger Sub prior to the Merger Effective Time, Merger Sub Time shall not conduct any business business, incur, or guarantee any Indebtedness or any other liabilities or make any investments investments, other than as specifically those activities incident to its obligations under this Agreement or the transactions contemplated by this Agreement, or incur or guarantee any indebtednesshereby.

Merger Sub. Parent will and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically in connection with the transaction contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or activities or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, or incur or guarantee any indebtedness or liabilities, in each case, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtednessIndebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Merger Sub. Parent will take all action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and in accordance with the DGCL as promptly as is reasonably practicable following the execution of this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct any business or make any investments other than as specifically expressly contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger Merger, the Offer and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform promptly its obligations under this Agreement and Agreement, (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or business, make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness, other than as expressly contemplated by this Agreement.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness or Liabilities.

Merger Sub. Parent will take all action actions reasonably necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness (other than as needed to finance the transactions contemplated hereby).

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness other than the Debt Financing.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub and the Surviving Corporation to perform its obligations under this Agreement and the Debt Commitment Letter and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtednessIndebtedness or make any investments, other than incident to its obligations under this Agreement or the transactions contemplated hereby.

Merger Sub. Parent will take all action necessary shall use its reasonable best efforts to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness (other than as contemplated by the Financing).

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, Agreement or incur or guarantee any indebtednessotherwise as required in connection with the Transactions.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness (other than as may be needed to finance the transactions contemplated hereby).

Merger Sub. The Parent will Parties and Merger Sub shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or Liabilities.

Merger Sub. Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement. Parent shall not, or incur or guarantee and shall not permit Merger Sub to take, any indebtednessaction that would result in the breach of any representation of Parent hereunder (except for representations and warranties made as of a specific date) such that the Company would have the right to terminate this Agreement pursuant to Section 8.1.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness or liabilities, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessAgreement and the Term Loan Commitment Letter.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessindebtedness or liabilities.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessIndebtedness.

Merger Sub. Parent will take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtednessLiabilities other than as contemplated by this Agreement.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub Subs to perform its their respective obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub Subs shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action commercially reasonable actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will take all action necessary shall (a) to cause Merger Sub to perform each of its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.

Merger Sub. Parent will shall take all action actions necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness.