Common use of Merger Sub Clause in Contracts

Merger Sub. Parent will take all 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; and (c) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all commercially reasonable 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all 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 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 (c) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 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 Transaction on the terms and conditions set forth in this Agreement; Agreement and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement.

Merger Sub. Parent will and Merger Sub shall take all 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 Offer and the Merger on the terms and conditions set forth in this Agreement; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, Indebtedness other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all actions necessary to shall (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 Offer and the Merger on the terms and subject to the conditions set forth in this Agreement; Agreement and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

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

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness or make any investments, business other than as specifically in connection with the transaction contemplated by this Agreement.

Merger Sub. Parent will take all 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; , (b) cause the Surviving Corporation to perform its obligations under this Agreement and (c) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 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 (cb) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any indebtedness Indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all actions action 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 (cb) to ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any indebtedness Indebtedness or make any investments, other than as specifically contemplated by incident to its obligations under this Agreement, the Debt Letters, the definitive agreements with respect to the Financing or the transactions contemplated hereby or thereby, including the Financing.

Merger Sub. Parent will take all reasonable best 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 (cb) ensure that Merger Sub that, prior to the Effective Time shall Time, Merger Sub will not conduct have engaged in any business, incur business activities or guarantee conducted any indebtedness or make any investmentsoperations, other than as specifically contemplated by pursuant to this Agreement.

Merger Sub. Parent will and Merger Sub shall take all 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 Offer and the Merger on the terms and conditions set forth in this Agreement; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Merger Sub. Parent will LP shall take all 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 Partnership Merger on the terms and conditions set forth in this Agreement; , and (cb) ensure that Merger Sub that, prior to the Partnership Merger Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 actions necessary to (a) form the Merger Sub and cause Merger Sub Parent shall take all action necessary 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 transactions contemplated by this Agreement, including the Merger on and payment of any amounts payable hereunder, upon the terms and subject to the conditions set forth in this Agreement; . (b) As promptly as practicable following the execution and delivery of this Agreement (c) ensure that and in any event within 24 hours), Parent shall execute and deliver, in accordance with Applicable Law and Merger Sub prior to the Effective Time shall not conduct any businessSub’s certificate of incorporation and bylaws, incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by a written consent adopting this Agreement.

Merger Sub. The Parent will take all actions necessary to (a) form cause 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 (cb) ensure that the Merger Sub prior to the Merger Effective Time shall not conduct any business, incur incur, or guarantee any indebtedness Indebtedness or any other liabilities or make any investments, other than as specifically those activities incident to its obligations under this Agreement or the transactions contemplated by this Agreementhereby.

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

Merger Sub. Parent will shall take all 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 actions action 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 in accordance with the KGCC as promptly as is reasonably practicable following the execution of this Agreement and (cb) to ensure that Merger Sub that, prior to the Effective Time shall Time, Merger Sub will not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically expressly contemplated by this Agreement.

Merger Sub. Parent will and Merger Sub shall take all 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; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Merger Sub. Parent will shall take all 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 Offer and the Merger on the terms and conditions set forth in this Agreement; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, Indebtedness other than as specifically contemplated by this AgreementAgreement or as necessary to consummate the Transactions.

Merger Sub. Parent will take all 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; , (b) cause the Surviving Company to perform its obligations under this Agreement and (c) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 reasonable 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement, or incur or guarantee any third party indebtedness.

Merger Sub. Parent will shall take all 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 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any businessbusiness or make any investments, or incur or guarantee any indebtedness or make any investmentsliabilities, in each case, other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all 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; , (b) cause the Surviving Corporation to perform its obligations under this Agreement and (c) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, Liabilities other than as specifically contemplated by this Agreement.

Merger Sub. Parent will shall take all 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 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, other than as specifically contemplated by this Agreement, or incur or guarantee any Indebtedness or Liabilities.

Merger Sub. Parent will take all actions necessary to (a) form the cause 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 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; Agreement and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 actions action 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; , and (cb) to ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur business or guarantee any indebtedness activities 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 actions action 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; and (c) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement. Parent shall not, and shall not permit Merger Sub to take, any action 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 shall take all 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 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness or liabilities.

Merger Sub. Parent will shall take all commercially reasonable 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all 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 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; Agreement and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness or Liabilities.

Merger Sub. Parent will shall take all 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 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; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Subs shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, Indebtedness other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement, or incur or guarantee any Indebtedness (other than as may be needed to finance the transactions contemplated hereby).

Merger Sub. The Parent will Parties and Merger Sub shall take all 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; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

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

Merger Sub. Parent will take all 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; perform promptly its obligations under this Agreement, (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 (c) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, make any investments or incur or guarantee any indebtedness or make any investmentsindebtedness, other than as specifically expressly contemplated by this Agreement.

Merger Sub. Parent will take all 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 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; Agreement and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investmentsliabilities, other than as specifically contemplated by this AgreementAgreement and the Term Loan Commitment Letter.

Merger Sub. Parent will take all actions reasonably 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 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 subject to the conditions set forth in this Agreement; Agreement and (cb) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any indebtedness Indebtedness or any other liabilities or make any investments, other than as specifically those activities incident to its obligations under this Agreement or the transactions contemplated by this Agreementhereby.

Merger Sub. Parent will shall take all 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 Offer and the Merger on the terms and conditions set forth in this Agreement; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, business or make any investments or incur or guarantee any indebtedness or make any investments, Indebtedness other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all actions action 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 subject to the terms and conditions set forth in this Agreement; and . Immediately following execution of this Agreement, Parent (cdirectly or through its Subsidiaries) ensure that shall cause the sole shareholder of Merger Sub prior to execute and deliver, in accordance with applicable Law and its articles of incorporation and bylaws, a written consent approving the Effective Time shall not conduct any business, incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by Merger and this Agreement.

Merger Sub. Parent will shall take all 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; , and (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business 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 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement, including any activities related to or in furtherance of the Financings or otherwise related to maintaining its organizational matters.

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Debt Financing.

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any indebtedness Indebtedness or make any investments, other than as specifically incident to its obligations under this Agreement or the transactions contemplated by this Agreementhereby.

Merger Sub. Parent will take all actions action 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 Merger, the Offer and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement; Agreement and (cb) to ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement.

Merger Sub. Parent will take all actions necessary shall use its reasonable best efforts 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement, or incur or guarantee any Indebtedness (other than as contemplated by the Financing).

Merger Sub. Parent will take all actions action 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 in accordance with the DGCL as promptly as is reasonably practicable following the execution of this Agreement and (cb) to ensure that Merger Sub that, prior to the Effective Time shall Time, Merger Sub will not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically expressly contemplated by this Agreement.

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, incur or guarantee any indebtedness business or make any investments, investments other than as specifically contemplated by this Agreement, or incur or guarantee any Indebtedness (other than as needed to finance the transactions contemplated hereby).

Merger Sub. Parent will take all 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 (cb) ensure that Merger Sub that, prior to the Effective Time Time, Merger Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this AgreementAgreement or otherwise as required in connection with the Transactions.