Common use of No Failure to Take Necessary Action Clause in Contracts

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this Agreement, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action (or fail to take any action) that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this Agreement, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of (i) preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; or (ii) the ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this AgreementAgreement (including subject to Section 6.2), neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will shall, nor shall they cause their respective Subsidiaries to, take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying impairing or otherwise adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this AgreementAgreement (including subject to Section 6.2), neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will shall, nor shall they cause their respective Affiliates to, take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 5.4 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this AgreementAgreement (including subject to Section 6.2(a)), neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this AgreementAgreement (including subject to Section 6.2(a)), neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this AgreementAgreement (including subject to Section 5.2), neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will shall, nor shall they cause their respective Subsidiaries to, take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying impairing or otherwise adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 4.3 will be considered a violation of this Section 6.15.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this Agreement, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will shall, nor shall they cause their respective Subsidiaries to, take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying impairing or otherwise adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject Subject to the terms and conditions of this Agreement, neither Parent Parent, Merger Sub or Merger Subtheir respective Affiliates, on the one hand, nor the Company, on the other hand, will shall take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of (i) preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; Transaction or (ii) the ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.16.1(b).

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this Agreement, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying or otherwise materially adversely affecting the (i) the consummation of the Merger; Merger or (ii) the ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this Agreement, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action (or fail to take any action) that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the MergerTransactions; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject Subject to the terms and conditions of this Agreement, neither Parent Parent, Merger Sub or Merger Subtheir respective Affiliates, on the one hand, nor the Company, on the other hand, will shall take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of (i) preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; Transactions or (ii) the ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.16.1(b).

No Failure to Take Necessary Action. In addition to the foregoing, subject to the terms and conditions of this Agreement, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action (or fail to take any action) that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Offer and the Merger; or (ii) ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 6.4 will be considered a violation of this Section 6.17.1.

No Failure to Take Necessary Action. In addition to the foregoing, subject Subject to the terms and conditions of this Agreement, neither Parent Parent, Merger Sub or Merger Subtheir respective Affiliates, on the one hand, nor the Company, on the other hand, will shall take any action (action, or fail to take any action) , that is intended to or has (or would reasonably be expected to have) the effect of (i) preventing, impairing, delaying or otherwise adversely affecting the (i) consummation of the Merger; Transaction or (ii) the ability of such Party to fully perform its obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company taken in compliance with Section 5.3 will be considered a violation of this Section 6.16.1 (b).