Common use of Merger Sub Clause in Contracts

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) form the Merger Sub and cause Merger Sub to execute and deliver a Joinder Agreement within one Business Day after the date hereof; (b) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement; and (bc) ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will and Merger Sub shall take all commercially reasonable actions necessary to (a) cause Merger Sub 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 (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub 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, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. Parent will take all commercially reasonable actions necessary to shall (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Offer and the Merger on the terms and subject to the conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. The Parent will take all commercially reasonable actions necessary to (a) cause the Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, that the Merger Sub prior to the Merger Effective Time, Merger Sub Time shall not conduct any business business, incur, or guarantee any Indebtedness or any other liabilities or make any investments investments, other than as specifically those activities incident to its obligations under this Agreement or the transactions contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financinghereby.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, including any activities related to or incur in furtherance of the Financings or guarantee any indebtedness other than the Financingotherwise related to maintaining its organizational matters.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Company to perform its obligations under this Agreement and (bc) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the FinancingIndebtedness.

Merger Sub. Parent will and Merger Sub shall take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger on and payment of any amounts payable hereunder, upon the terms and subject to the conditions set forth in this Agreement and Agreement. (b) ensure thatAs promptly as practicable following the execution and delivery of this Agreement (and in any event within 24 hours), prior to the Effective TimeParent shall execute and deliver, in accordance with Applicable Law and Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by Sub’s certificate of incorporation and bylaws, a written consent adopting this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and in accordance with the KGCC as promptly as is reasonably practicable following the execution of this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct any business or make any investments other than as specifically expressly contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub the other Parent Parties to perform its their obligations under this Agreement and to consummate the Merger Mergers on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than . The Company shall take all actions necessary to cause the FinancingCompany Operating Partnership to perform its obligations under this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtedness Indebtedness or make any investments, other than incident to its obligations under this Agreement, the Debt Letters, the definitive agreements with respect to the Financing or the transactions contemplated hereby or thereby, including the Financing.

Merger Sub. Parent will and Merger Sub shall take all commercially reasonable actions necessary to (a) cause Merger Sub 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 (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to shall (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the FinancingIndebtedness.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically in connection with the transaction contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingthird party indebtedness.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the FinancingIndebtedness.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub 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 (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, Agreement or incur or guarantee any indebtedness other than as necessary to consummate the FinancingTransactions.

Merger Sub. Parent will take all commercially reasonable best actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall will not conduct have engaged in any business activities or make conducted any investments operations, other than as specifically contemplated by pursuant to this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any Indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Agreement. Merger Sub shall not conduct engage in any business which is not in connection with the Merger or make any investments other than as specifically transactions contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financinghereby.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to comply with this Agreement, to perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or business, make any investments or incur or guarantee any indebtedness or liabilities other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will LP shall take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Partnership Merger on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Partnership Merger Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, or incur or guarantee any indebtedness or liabilities, in each case, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially shall use its reasonable actions necessary best efforts to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness Indebtedness (other than as contemplated by the Financing).

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub 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 (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, (b) cause the Surviving Corporation to perform its obligations under this Agreement and (bc) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the FinancingIndebtedness.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Debt Financing.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and in accordance with the DGCL as promptly as is reasonably practicable following the execution of this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall will not conduct any business or make any investments other than as specifically expressly contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness or liabilities, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than Agreement and the FinancingTerm Loan Commitment Letter.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness Indebtedness (other than as needed to finance the Financingtransactions contemplated hereby).

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingor liabilities.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement. Parent shall not, or incur or guarantee and shall not permit Merger Sub to take, any indebtedness other than action that would result in the Financingbreach of any representation of Parent hereunder (except for representations and warranties made as of a specific date) such that the Company would have the right to terminate this Agreement pursuant to Section 8.1.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness Liabilities other than the Financingas contemplated by this Agreement.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub Subs to perform its their respective obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub Subs shall not conduct any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness Indebtedness (other than as may be needed to finance the Financingtransactions contemplated hereby).

Merger Sub. The Parent will Parties and Merger Sub shall take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to shall (a) cause Merger Sub to perform each of its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform promptly its obligations under this Agreement and Agreement, (b) cause Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement and (bc) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or business, make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness indebtedness, other than the Financingas expressly contemplated by this Agreement.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, Agreement or incur or guarantee any indebtedness other than otherwise as required in connection with the FinancingTransactions.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions as and when required as set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreementmaterial business, or incur or guarantee any material indebtedness or make any investments, other than in connection with the Financingtransactions contemplated by this Agreement or in preparation for the ownership of the Acquired Companies.

Merger Sub. Parent will take all commercially reasonable actions reasonably necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and subject to the conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the FinancingIndebtedness or Liabilities.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on subject to the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by Agreement. Immediately following execution of this Agreement, Parent (directly or incur or guarantee any indebtedness other than through its Subsidiaries) shall cause the Financingsole shareholder of Merger Sub to execute and deliver, in accordance with applicable Law and its articles of incorporation and bylaws, a written consent approving the Merger and this Agreement.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the FinancingIndebtedness.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtedness Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the FinancingTransactions.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) 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 and (b) ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business business, incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtedness Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the Financingtransactions contemplated hereby.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, that Merger Sub prior to the Effective Time, Merger Sub Time shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtedness Indebtedness or make any investments, other than incident to its obligations under this Agreement or the Financingtransactions contemplated hereby.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness or liabilities other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub and the Surviving Corporation to perform its obligations under this Agreement and the Debt Commitment Letter and to consummate the Offer and the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.

Merger Sub. Parent will shall take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business business, or incur or guarantee any indebtedness or make any investments investments, other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger Merger, in each case, on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingor Liabilities.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger Merger, the Offer and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financing.

Merger Sub. Parent will take all commercially reasonable actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreementbusiness, or incur or guarantee any indebtedness or make any investments, other than as specifically permitted by this Agreement. Parent and Merger Sub will be jointly and severally liable for the Financingfailure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Merger Sub. Parent will take all commercially reasonable actions action necessary to (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Agreement, and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or activities or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness other than the Financingindebtedness.