Obligations of Parent and Merger Sub. Parent hereby guarantees the due, prompt and faithful payment, performance and discharge by Xxxxxx Sub of, and the compliance by Merger Sub with, all of the covenants, agreements, obligations and undertakings of Merger Sub under this Agreement in accordance with the terms of this Agreement, and covenants and agrees to take all actions necessary or advisable to ensure such payment, performance and discharge by Xxxxxx Sub hereunder. Promptly following the execution of this Agreement, Parent shall, or shall cause the sole stockholder of Merger Sub to, execute and deliver to the Company a written consent adopting this Agreement in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Nordson Corp), Voting and Support Agreement (Nordson Corp)
Obligations of Parent and Merger Sub. Parent hereby guarantees the due, prompt and faithful payment, performance and discharge by Xxxxxx Sub of, and the compliance by Merger Sub with, all of the covenants, agreements, obligations and undertakings of Merger Sub under this Agreement in accordance with the terms of this Agreement, and covenants and agrees to take all actions necessary or advisable to ensure such payment, performance and discharge by Xxxxxx Sub hereunder. Promptly following the execution and delivery of this Agreement, Parent shall, or shall cause in its capacity as the sole stockholder of Merger Sub toSub, will execute and deliver to Merger Sub and the Company a written consent adopting this Agreement in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Axonics, Inc.)
Obligations of Parent and Merger Sub. Parent hereby guarantees the due, prompt and faithful payment, performance and discharge by Xxxxxx Sub of, and the compliance by Merger Sub with, all of the covenants, agreements, obligations and undertakings of Merger Sub under this Agreement in accordance with the terms of this Agreement, and covenants and agrees to take all actions necessary or advisable to ensure such payment, performance and discharge by Xxxxxx Sub hereunder. Promptly following the execution of this Agreement, Parent shall, or shall cause the execute and deliver a consent as sole stockholder of Merger Sub to, execute and deliver to the Company a written consent adopting this Agreement in accordance with the DGCLDGCL and provide a copy of such consent to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Obligations of Parent and Merger Sub. Parent hereby guarantees the due, prompt and faithful payment, performance and discharge by Xxxxxx Mxxxxx Sub of, and the compliance by Merger Sub with, all of the covenants, agreements, obligations and undertakings of Merger Sub under this Agreement in accordance with the terms of this Agreement, and covenants and agrees to take all actions necessary or advisable to ensure such payment, performance and discharge by Xxxxxx Mxxxxx Sub hereunder. Promptly following the execution of this Agreement, Parent shall, or shall cause the sole stockholder of Merger Sub to, execute and deliver to the Company a written consent adopting this Agreement in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silk Road Medical Inc)
