Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 45 contracts
Sources: Agreement and Plan of Merger (Revance Therapeutics, Inc.), Merger Agreement (Revance Therapeutics, Inc.), Merger Agreement (Thoughtworks Holding, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 19 contracts
Sources: Merger Agreement (Acelrx Pharmaceuticals Inc), Merger Agreement (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Precision Therapeutics Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 17 contracts
Sources: Merger Agreement (Lattice Semiconductor Corp), Merger Agreement (Fusion-Io, Inc.), Merger Agreement (Sandisk Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 14 contracts
Sources: Merger Agreement (Instructure Holdings, Inc.), Merger Agreement (Perficient Inc), Merger Agreement (Kaleyra, Inc.)
Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 12 contracts
Sources: Merger Agreement (Globus Medical Inc), Merger Agreement (Nevro Corp), Merger Agreement (Icosavax, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 9 contracts
Sources: Merger Agreement (Intra-Cellular Therapies, Inc.), Merger Agreement (Intra-Cellular Therapies, Inc.), Merger Agreement (Vector Group LTD)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 6 contracts
Sources: Merger Agreement (DallasNews Corp), Agreement and Plan of Merger (Squarespace, Inc.), Merger Agreement (True Wind Capital, L.P.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 6 contracts
Sources: Merger Agreement (Advanced Photonix Inc), Merger Agreement (Luna Innovations Inc), Agreement and Plan of Merger (Allos Therapeutics Inc)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 5 contracts
Sources: Agreement and Plan of Merger (Insite Vision Inc), Merger Agreement (Insite Vision Inc), Agreement and Plan of Merger (QLT Inc/Bc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in under this Agreement. Parent , the Financing Commitments and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementNew Financing Commitments.
Appears in 5 contracts
Sources: Merger Agreement (Dollar General Corp), Merger Agreement (Leever Daniel H), Merger Agreement (Harman International Industries Inc /De/)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Cohu Inc), Merger Agreement (Xcerra Corp), Merger Agreement (Alcoa Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby (including the Merger) upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (Knowles Corp), Merger Agreement (Audience Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and other transactions contemplated by this Agreement upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (Apigee Corp), Merger Agreement (Rofin Sinar Technologies Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Harris Corp /De/), Merger Agreement (Exelis Inc.), Merger Agreement (Medistem Inc.)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 4 contracts
Sources: Merger Agreement (Endo, Inc.), Merger Agreement (Biospecifics Technologies Corp), Merger Agreement (Endo International PLC)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Supertex Inc), Merger Agreement (Pervasive Software Inc)
Obligations of Merger Sub. Parent will shall, and shall take all action necessary to cause Merger Sub and the Surviving Corporation to to, perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Sonosite Inc), Merger Agreement (Hewlett Packard Co), Merger Agreement (ArcSight Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenantsSub, agreements and obligations pursuant to a written consent adopting this Agreement.
Appears in 3 contracts
Sources: Acquisition Agreement (Dot Hill Systems Corp), Acquisition Agreement (Ca, Inc.), Acquisition Agreement (Rally Software Development Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Helix TCS, Inc.), Merger Agreement (Helix TCS, Inc.), Merger Agreement (Helix TCS, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger and payment of any amounts payable hereunder, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Microsemi Corp), Merger Agreement (Microchip Technology Inc), Merger Agreement (Standard Microsystems Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. The obligations and liability of Parent and Merger Sub will hereunder shall be jointly joint and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreementseveral.
Appears in 3 contracts
Sources: Merger Agreement (American Capital Strategies LTD), Merger Agreement (Merisel Inc /De/), Merger Agreement (Memry Corp)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to under this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (KMG Chemicals Inc), Merger Agreement (Linear Technology Corp /Ca/), Merger Agreement (Analog Devices Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Lockheed Martin Corp), Merger Agreement (Aerojet Rocketdyne Holdings, Inc.), Merger Agreement
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Potbelly Corp), Merger Agreement (Darden Restaurants Inc), Merger Agreement (PRGX Global, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Integrated Device Technology Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation Corporation, to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Creative Realities, Inc.), Agreement and Plan of Merger and Reorganization (Raven Industries Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Exar Corp), Merger Agreement (Maxlinear Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and and, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Bonanza Creek Energy, Inc.), Merger Agreement (Extraction Oil & Gas, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to this Agreement and to consummate the Merger Transaction upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Infinera Corp), Merger Agreement (Nokia Corp)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon the terms and subject Agreement, including with respect to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for consummation of the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementMerger.
Appears in 2 contracts
Sources: Merger Agreement (Forterra, Inc.), Merger Agreement (Foundation Building Materials, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform and comply with each of their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Kindred Biosciences, Inc.)
Obligations of Merger Sub. Each of Parent will and Guarantor shall take all necessary action necessary to cause their respective Affiliates (including Merger Sub Sub) and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them Parent, Guarantor or Merger Sub to perform and discharge any of their respective covenants, obligations and agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (SpartanNash Co), Merger Agreement (SpartanNash Co)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transaction upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Liberty Tax, Inc.), Merger Agreement (Vitamin Shoppe, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Offer and the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Instructure Inc), Merger Agreement (Rocket Fuel Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent Agreement and ensure that Merger Sub will be jointly and severally liable for Sub, prior to the failure by either of them Effective Time, shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to perform and discharge any of their respective covenants, agreements and its obligations pursuant to under this AgreementAgreement or the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Ultra Clean Holdings, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (NeuroMetrix, Inc.), Merger Agreement (electroCore, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform when due their respective obligations pursuant to under this Agreement and to consummate the Merger upon transactions contemplated by this Agreement, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Cognos Inc), Merger Agreement (Applix Inc /Ma/)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Diversey Holdings, Ltd.), Merger Agreement (Cision Ltd.)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and and, following the Effective Time, the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in under this Agreement, the Financing Commitments and any Alternative Financing. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Upon the terms and subject to the conditions set forth in this Agreement, Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform perform, satisfy and discharge on a timely basis their respective covenants, obligations pursuant to and liabilities under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. ), and Parent and Merger Sub will shall be jointly and severally liable with Merger Sub for the failure by either due and timely performance and satisfaction of them to perform and discharge any each of their respective said covenants, agreements obligations and obligations pursuant to this Agreementliabilities.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with NRS 78.320 and in its capacity as the sole stockholder of Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenantsSub, agreements and obligations pursuant to a written consent adopting this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Fx Energy Inc)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Upon the terms and subject to the conditions set forth in this Agreement, Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform perform, satisfy and discharge on a timely basis their respective covenants, obligations pursuant to and liabilities under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.ARTICLE VIII
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to, and subject to the terms and conditions of, this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. The Parent and Merger Sub will Entities shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Atlas Technical Consultants, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Proton Parent, Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent, Proton Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Poshmark, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and (following the Effective Time) the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Mandiant, Inc.)
Obligations of Merger Sub. Subject to the terms and conditions set forth in this Agreement, Parent will shall take all action reasonably necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger the'Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase Agreement
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to cause Merger Sub to consummate the Merger Transactions, including the Offer, the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Tufin Software Technologies Ltd.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to under this Agreement and to consummate the Merger and other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to under this Agreement and to consummate the Merger upon on the terms and subject to the conditions set forth in this Agreement. Parent unconditionally guarantees the full and complete performance by Merger Sub will or the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be jointly and severally liable with Merger Sub for any breach of any covenant or obligation of Merger Sub or the failure by either of them to perform and discharge any of their respective covenantsSurviving Corporation, agreements and obligations pursuant to as applicable, under this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Lifelock, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).
Appears in 1 contract
Sources: Merger Agreement (LENSAR, Inc.)
Obligations of Merger Sub. Parent will take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (ZAGG Inc)
Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.ARTICLE VII
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Closing, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and including the obligations hereunder to consummate the Offer, the Merger and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon and the Transactions on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Singular Genomics Systems, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Augmedix, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Closing, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Offer, the Merger and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.. 80 6.13
Appears in 1 contract
Sources: Merger Agreement (Squarespace, Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementAgreement prior to the Closing.
Appears in 1 contract
Sources: Merger Agreement (Otelco Inc.)
Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon and the Transactions on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Anaplan, Inc.)