Common use of Delisting Clause in Contracts

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 5 contracts

Sources: Merger Agreement (Ansys Inc), Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.)

Delisting. Prior to the Effective Time, the The Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements Applicable Law (including the Nasdaq Rulesrules and regulations of Nasdaq) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 4 contracts

Sources: Merger Agreement (Micros Systems Inc), Merger Agreement (Oracle Corp), Merger Agreement (Oracle Corp)

Delisting. Prior to the Effective Time, the The Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (Applicable Law, including the Nasdaq Rules) rules and regulations of the NYSE to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NYSE and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Netsuite Inc), Agreement and Plan of Merger (Oracle Corp)

Delisting. Prior To the extent requested by Parent, prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including Laws and the rules and policies of Nasdaq Rules) to enable the de-listing by the Surviving Corporation delisting of the shares of Company Common Stock from Nasdaq and the deregistration of the shares of Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 3 contracts

Sources: Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the New York Stock Exchange and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Marvell Technology Group LTD), Merger Agreement (Aquantia Corp)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, actions reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) necessary to enable the Surviving Corporation to de-listing by list the Surviving Corporation of Company’s securities from the Company Common Stock from Nasdaq Capital Market and de-register the deregistration of the Company Common Stock Company’s securities under the Exchange Act as promptly soon as practicable after following the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, actions reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) necessary to enable the Surviving Corporation to de-listing by list the Surviving Corporation of Company’s securities from the Company Common Nasdaq Stock from Nasdaq Market and de-register the deregistration of the Company Common Stock Company’s securities under the Exchange Act as promptly soon as practicable after following the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Deltek, Inc), Merger Agreement (Archipelago Learning, Inc.)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) Applicable Laws to enable the de-listing by the Surviving Corporation of the Company Common Stock and Company Warrants from Nasdaq and the deregistration of the Company Common Stock and Company Warrants under the Exchange Act as promptly as practicable after the Effective Time, and in any event no more than two (2) Business Days after the Closing Date.

Appears in 2 contracts

Sources: Merger Agreement (CarLotz, Inc.), Merger Agreement (Shift Technologies, Inc.)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rulesrules and regulations of The NASDAQ Stock Market) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq The NASDAQ Stock Market and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Intel Corp), Merger Agreement (Altera Corp)

Delisting. Prior to the Effective Time, upon Parent’s request, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause take all actions necessary to be taken, all actions, and do or taken prior to the Effective Time to cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation delisting of the Company Common Stock from Nasdaq and the deregistration termination of the Company Common Stock Company’s registration under the Exchange Act Act, in each case, as promptly soon as reasonably practicable after following the Effective Time, subject to compliance with the Company’s obligations under the Exchange Act.

Appears in 2 contracts

Sources: Merger Agreement (Centene Corp), Merger Agreement (Magellan Health Inc)

Delisting. Prior to the Effective Time, the The Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (Applicable Law, including the Nasdaq Rules) rules and regulations of Nasdaq, to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (CERNER Corp)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) Laws to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NASDAQ and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Ecology & Environment Inc)

Delisting. Prior to the Effective Time, the The Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements Applicable Law (including the Nasdaq Rulesrules and regulations of the NYSE) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NYSE and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Opower, Inc.)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Class A Common Stock from Nasdaq the New York Stock Exchange and the deregistration of the Company Class A Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Vizio Holding Corp.)

Delisting. Prior to the Effective Time, the Company and Parent shall cooperate with Parent and use its their respective reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) Law and rules and policies of NASDAQ to enable the de-listing by the Surviving Corporation delisting of the shares of Company Common Stock and the Public Warrants from Nasdaq NASDAQ and the deregistration of the shares of Company Common Stock and the Public Warrants under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Cepton, Inc.)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from the Nasdaq Capital Market and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)

Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) Laws and rules and policies of NASDAQ to enable the de-listing delisting by the Surviving Corporation of the Company Common Stock Shares from Nasdaq NASDAQ and the deregistration of the Company Common Stock Shares under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Trunkbow International Holdings LTD)

Delisting. Prior to the Effective Time, the The Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements Applicable Law (including the rules and regulations of Nasdaq Rules) to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time).

Appears in 1 contract

Sources: Merger Agreement (Responsys Inc)

Delisting. Prior to the Effective Time, the The Company shall reasonably cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, actions reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including the Nasdaq Rules) Applicable Laws and rules and policies of NASDAQ to enable the de-listing by the Surviving Corporation delisting of the Company Common Stock Shares from Nasdaq the NASDAQ and the deregistration termination of the Company Common Stock its registration under the Exchange Act 1934 Act, in each case, as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Anacor Pharmaceuticals, Inc.)

Delisting. Prior to the Effective Time, the The Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements Applicable Law (including the Nasdaq Rules) rules and regulations of the NYSE to enable the de-listing by the Surviving Corporation of the Company Common Stock from Nasdaq the NYSE and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Textura Corp)

Delisting. Prior to the Effective Acceptance Time, the Company shall cooperate with Parent and Buyer and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Legal Requirements (including Law and rules and policies of NASDAQ to cause the Nasdaq Rules) to enable the de-listing by the Surviving Corporation delisting of the Company Common Stock and the Shares from Nasdaq NASDAQ as promptly as practicable after the Closing and the deregistration of the Company Common Stock Shares under the Exchange 1934 Act as promptly as practicable after the Effective Timesuch delisting.

Appears in 1 contract

Sources: Purchase Agreement (Playa Hotels & Resorts N.V.)