Obligations of Merger Subsidiary. Parent shall 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. Parent hereby guarantees the payment by Merger Subsidiary of any amounts payable by Merger Subsidiary pursuant to the Offer or otherwise pursuant to this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Hyperion Solutions Corp), Merger Agreement (Oracle Corp), Merger Agreement (24/7 Real Media Inc)
Obligations of Merger Subsidiary. Parent shall cause Merger Subsidiary to timely perform its obligations under this Agreement Agreement, including the commencement and to consummate consummation of the Offer and the Merger Merger, on the terms and conditions set forth in this Agreement. Parent hereby guarantees the payment by Merger Subsidiary of any amounts payable by Merger Subsidiary pursuant to the Offer or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Therma Wave Inc), Merger Agreement (Kla Tencor Corp)
Obligations of Merger Subsidiary. Parent shall 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. Each of Parent hereby guarantees and the payment by Merger Subsidiary of any amounts payable by Merger Subsidiary pursuant to shall vote all Company Shares acquired in the Offer or otherwise pursuant to beneficially owned by it or any of its respective Subsidiaries as of the applicable record date in favor of the adoption of this AgreementAgreement in accordance with Delaware Law at the Stockholder Meeting or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Blue Coat Systems Inc), Merger Agreement (Packeteer Inc)
Obligations of Merger Subsidiary. Parent shall 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. Parent hereby guarantees the payment by Merger Subsidiary of any amounts payable by Merger Subsidiary pursuant to the Offer or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Stellent Inc), Merger Agreement (Oracle Corp)
Obligations of Merger Subsidiary. Parent shall will 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. Parent hereby guarantees the payment by Merger Subsidiary of any amounts payable by Merger Subsidiary pursuant to the Offer or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Actua Corp), Merger Agreement (Envestnet, Inc.)
Obligations of Merger Subsidiary. Parent shall execute a written consent approving and adopting this Agreement and the Transactions in its capacity as the sole stockholder of Merger Subsidiary and take all other actions necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Offer Merger and the Merger other Transactions on the terms and conditions set forth in this Agreement. Parent hereby guarantees the payment by Merger Subsidiary of any amounts payable by Merger Subsidiary pursuant to the Offer or otherwise pursuant to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Veritiv Corp)
Obligations of Merger Subsidiary. Parent shall 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. Agreement and Parent hereby guarantees the payment by shall be jointly and severally liable with Merger Subsidiary for the due and timely performance and satisfaction of any amounts payable by Merger Subsidiary pursuant to the Offer or otherwise pursuant to each of its obligations under this Agreement.
Appears in 1 contract
