Obligations of Parent. Whenever this Agreement requires Merger Sub or a Subsidiary of Parent (including, after the Closing, the Surviving Corporation) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub or such Subsidiary to take such action. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements or obligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Merger Agreement (Pharmasset Inc)
Obligations of Parent. Whenever this Agreement requires Merger Sub or a Subsidiary of Parent (including, after the Closing, the Surviving Corporation) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub or such Subsidiary to take such action. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements or obligations hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Obligations of Parent. Whenever this Agreement requires Merger Sub or a Subsidiary of Parent (includingParent, after including the ClosingMerger Subs, the Surviving Corporation) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub or such Subsidiary to take such action. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements or obligations hereunder.
Appears in 1 contract
Obligations of Parent. Whenever this Agreement requires Merger Sub or a Subsidiary of Parent (including, after the Closing, the Surviving Corporation) and/or Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent and/or Merger Sub to cause Merger Sub or such Subsidiary to take such action. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements or obligations hereunder.
Appears in 1 contract
Obligations of Parent. Whenever this Agreement requires Merger Sub or a Subsidiary of Parent (including, after the Closing, the Surviving Corporationincluding Merger Sub) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub or such Subsidiary to take such action. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements or obligations hereunder[Signature page follows.]
Appears in 1 contract
Samples: Merger Agreement
Obligations of Parent. Whenever this Agreement requires Merger Sub or a Subsidiary of Parent to take any action (including, after the Closing, including Merger Sub and the Surviving Corporation) to take any action), such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub or such Subsidiary to take such action. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements or obligations hereunder.
Appears in 1 contract
Obligations of Parent. Whenever this Agreement requires Merger Sub or a Subsidiary of Parent (including, after the Closing, the Surviving Corporationincluding Merger Sub) to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub or such Subsidiary to take such action. Parent and Merger Sub shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements or obligations hereunder.
Appears in 1 contract
