ACTIONS OF NEWCO AND MERGER SUB Sample Clauses

ACTIONS OF NEWCO AND MERGER SUB. Immediately prior to the Closing Date, ▇▇▇▇▇▇▇ and the WP Partners shall cause Newco to ratify and approve this Agreement, and shall cause Newco, as the sole shareholder of Merger Sub, to adopt the Merger A Agreement. ▇▇▇▇▇▇▇ and the WP Partners shall cause Newco and Merger Sub to perform their respective obligations under this Agreement and the Merger A Agreement.
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Related to ACTIONS OF NEWCO AND MERGER SUB

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub 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.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: