Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 108 contracts
Samples: Merger Agreement (TravelCenters of America Inc. /MD/), Merger Agreement (Aveo Pharmaceuticals, Inc.), Merger Agreement (Raven Industries Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 65 contracts
Samples: Merger Agreement (Hess Corp), Merger Agreement (Hess Corp), Agreement and Plan of Merger (Renewable Energy Group, Inc.)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 24 contracts
Samples: Merger Agreement (CERNER Corp), Merger Agreement, Merger Agreement (Netsuite Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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.
Appears in 15 contracts
Samples: Merger Agreement (Shire Pharmaceutical Holdings Ireland Ltd.), Merger Agreement (NPS Pharmaceuticals Inc), Merger Agreement (Realogy Holdings Corp.)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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.
Appears in 13 contracts
Samples: Merger Agreement (McAfee Corp.), Merger Agreement (McAfee Corp.), Merger Agreement (Sportsman's Warehouse Holdings, Inc.)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary 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.
Appears in 13 contracts
Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Cheyenne Software Inc), Merger Agreement (Platinum Technology International Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 8 contracts
Samples: Merger Agreement (Hewlett Packard Enterprise Co), Merger Agreement (Juniper Networks Inc), Merger Agreement (Fei Co)
Obligations of Merger Subsidiary. Parent shall take all action necessary (a) to cause Merger Subsidiary 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 (b) to ensure that, prior to the Effective Time, Merger Subsidiary shall not conduct any business or make any investments other than as specifically contemplated by this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (RP Management, LLC), Merger Agreement (Ramius Value & Opportunity LLC), Merger Agreement (Cypress Bioscience Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement (including ensuring that Merger Subsidiary will at the appropriate times have sufficient funds to consummate the Offer and the Merger) and to consummate the Offer, the Notes Tender Offers and the Merger on the terms and conditions set forth in this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Temple Inland Inc)
Obligations of Merger Subsidiary. Parent shall take all action actions necessary to cause Merger Subsidiary 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.
Appears in 3 contracts
Samples: Merger Agreement (DG FastChannel, Inc), Merger Agreement (MediaMind Technologies Inc.), Merger Agreement (PFC Acquisition Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary and the Surviving Corporation to perform its their respective obligations under this Agreement and to consummate the Merger on and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Subsidiary will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Kadmon Holdings, Inc.), Merger Agreement (Luminex Corp), Merger Agreement (Connecture Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Merger Agreement (Lantheus Holdings, Inc.)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause each of Purchaser and Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger Offer on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Settlement Agreement (Ibasis Inc), Settlement Agreement (Ibasis Inc), Settlement Agreement (Ibasis Inc)
Obligations of Merger Subsidiary. Parent shall will take all action action, and provide all financing, necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Rogue Wave Software Inc /Or/), Merger Agreement (Quovadx Inc), Merger Agreement (Carescience Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform all of its obligations under this Agreement and to consummate Agreement, including the Merger on consummation of the Merger, in accordance with the terms and conditions set forth in this Agreementherein.
Appears in 3 contracts
Samples: Merger Agreement (Powerdsine LTD), Merger Agreement (Powerdsine LTD), Merger Agreement (Microsemi Corp)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and the Offer and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Pulliam Myrta J), Merger Agreement (Central Newspapers Inc), Merger Agreement (Gannett Co Inc /De/)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Kellogg Co), Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement (including ensuring that Merger Subsidiary will at the appropriate times have sufficient shares of Parent Common Stock and funds to consummate the Offer and the Merger in accordance with the terms hereof) and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Sterling Software Inc), Merger Agreement (Computer Associates International Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Immediately after the execution and delivery of this Agreement, Parent, as the sole stockholder of Merger Subsidiary, shall approve and adopt this Agreement (including the Merger) in such capacity.
Appears in 2 contracts
Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Ultratech Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause incorporate Merger Subsidiary and cause it to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Digital Equipment Corp), Merger Agreement (Compaq Computer Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on and the other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Subsidiary will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Alimera Sciences Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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, including obtaining sufficient funds to consummate the Offer and the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Genentech Inc), Merger Agreement (Roche Investments USA Inc.)
Obligations of Merger Subsidiary. Parent (including in its capacity as the sole stockholder of Merger Subsidiary) shall take all action necessary to cause Merger Subsidiary 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.
Appears in 2 contracts
Samples: Merger Agreement (CVS HEALTH Corp), Merger Agreement
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause create Merger Subsidiary and to cause it to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Sonat Inc), Merger Agreement (Zilkha Michael)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary Sub and the Surviving Corporation to perform its their respective obligations under this Agreement and to consummate the Merger on and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Subsidiary will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (SolarWinds, Inc.), Merger Agreement (SolarWinds, Inc.)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Parent will take all steps necessary to cause the stockholders of Merger Subsidiary to approve the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Merger Agreement (Pepsico Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this AgreementAgreement (including ensuring that Merger Subsidiary has sufficient funds to consummate the Offer and the Merger).
Appears in 2 contracts
Samples: Merger Agreement (Computer Management Sciences Inc), Merger Agreement (Computer Associates International Inc)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause and enable Merger Subsidiary 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, including by providing all funds necessary to enable Merger Subsidiary to pay for all Shares that Merger Subsidiary becomes obligated to pay for pursuant to the Offer and all funds necessary to pay the Merger Consideration that becomes payable upon consummation of the Merger and all amounts due and payable in respect of Company Stock Options and Performance Shares pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Avocent Corp), Merger Agreement (Emerson Electric Co)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations obligation under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreementherein.
Appears in 2 contracts
Samples: Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Ultra Clean Holdings Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Gn Great Nordic LTD), Merger Agreement (Fcy Acquisition Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on (and subject to) the terms and conditions set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (LoopNet, Inc.), Merger Agreement (Costar Group Inc)
Obligations of Merger Subsidiary. Parent shall will take all -------------------------------- action necessary to cause Merger Subsidiary 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.
Appears in 1 contract
Samples: Merger Agreement (Platinum Technology International Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Table of Contents Agreement and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Immediately after the execution and delivery of this Agreement, Parent, as the sole stockholder of Merger Subsidiary, shall approve and adopt this Agreement (including the Merger).
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Restructuring and Merger (Keebler Foods Co)
Obligations of Merger Subsidiary. Merger Subsidiary shall, and Parent shall take all action necessary to cause Merger Subsidiary to 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, including obtaining sufficient funds to consummate the Offer, the Merger and the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Emmis Communications Corp)
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary 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. Merger Subsidiary shall not conduct any business or make any investments other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action actions necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and but subject to the conditions set forth in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (TRW Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this 34 39 Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. (a) Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
(b) In the event that this Agreement has not been adopted by the sole stockholder of Merger Subsidiary at the execution and delivery of this Agreement, as promptly as practicable after such execution and delivery, Parent, as sole stockholder of Merger Subsidiary, shall take action by written consent to adopt this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Chemtura CORP)
Obligations of Merger Subsidiary. Parent shall take all action -------------------------------- actions necessary to cause Merger Subsidiary 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dimension Data Holdings PLC)
Obligations of Merger Subsidiary. Subject to the terms and conditions of this Agreement, Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Merger Subsidiary shall not conduct any business or make any investments other than in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall use its reasonable best efforts to take all action actions necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions and at the time set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Subject to Section 8.1 and Section 8.11, Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger Transactions on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall, and shall cause Merger Subsidiary to, take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Parent Assignee and Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its their respective obligations under this Agreement and to consummate the Merger on and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Until the Effective Time, Parent and Merger Subsidiary will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Bazaarvoice Inc)
Obligations of Merger Subsidiary. Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.. SECTION
Appears in 1 contract
Obligations of Merger Subsidiary. Parent shall will take all action -------------------------------- action, and provide all financing, necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Recreation Centers Inc)
Obligations of Merger Subsidiary. Subject to the terms and conditions of this Agreement, Parent shall will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Perceptron Inc/Mi)