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 would reasonably be expected to have the effect of preventing, materially impairing or materially delaying or otherwise materially and adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its covenants pursuant to this Agreement. For the avoidance of doubt, no action by the Company, Parent or Merger Sub taken (or failed to be taken) in compliance with the express terms of this Agreement will be considered a violation of this Section 6.1.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Merger Agreement (Everbridge, Inc.), Merger Agreement (Sumo Logic, Inc.)
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 have) the effect of preventing, materially impairing or impairing, materially delaying or otherwise materially and adversely affecting the (i) the consummation of the Merger; or (ii) the ability of such Party to fully perform its covenants obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company, Parent or Merger Sub Company taken (or failed to be taken) in compliance with the express terms of this Agreement Section 5.4 will be considered a violation of this Section 6.1.
Appears in 2 contracts
Samples: Merger Agreement (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.)
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 have or has (or would reasonably be expected to have have) the effect of preventing, materially impairing or materially impairing, delaying or otherwise materially and adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its covenants pursuant to this Agreement. For the avoidance of doubt, no action by the Company, Parent or Merger Sub taken (or failed to be taken) in compliance with the express terms of this Agreement will be considered a violation of this Section 6.1.
Appears in 1 contract
Samples: Merger Agreement (Transphorm, Inc.)
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 have or has (or would reasonably be expected to have have) the effect of preventing, preventing or materially impairing or materially delaying or otherwise materially and adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its covenants and obligations pursuant to this Agreement. For the avoidance of doubt, no action by the Company, Parent or Merger Sub taken (or failed to be taken) in compliance with the express terms of as required by this Agreement will be considered a violation of this Section 6.1.
Appears in 1 contract
Samples: Merger Agreement (Alteryx, Inc.)
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 have or has (or would reasonably be expected to have have) the effect of preventing, materially impairing or impairing, materially delaying or otherwise materially and adversely affecting the (i) consummation of the Merger; or (ii) ability of such Party to fully perform its covenants pursuant to this Agreement. For the avoidance of doubt, no action by the Company, Parent or Merger Sub taken (or failed to be taken) in compliance with the express terms of pursuant to this Agreement will be considered a violation of this Section 6.1.
Appears in 1 contract
