Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties will use its Reasonable Best Efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement including (a) obtaining all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, making all necessary registrations and filings and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental agency or authority; (b) obtaining all necessary consents, approvals or waivers from any other Person; (c) defending any claim, investigation, action, suit or other legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (d) executing additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party will promptly consult with the other and provide necessary information (including copies thereof) with respect to all filings made by such party with the any agency or authority in connection with this Agreement and the transactions contemplated hereby.
Actions by the Parties. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including requesting early termination thereof. Notwithstanding the foregoing, nothing in this Section 6.7(a) shall require, or be construed to require, Parent or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Parent, the Company, the Surviving Corporation or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to materially and adversely impact the economic or business benefits to Purchaser of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.
(b) Subject to all applicable confidentiality requirements and all applicable Laws, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.7(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated ...
Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use its reasonable best efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement including (i) the obtaining of all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority and the making of all necessary registrations and filings (including without limitation (x) the filing of a premerger notification and report form by Lucent under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulation and (y) filings with the appropriate Israeli governmental authorities of the information required to obtain the Israeli Regulatory Approvals), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any governmental agency or authority; (ii) the obtaining of all necessary consents, approvals or waivers from any other Person; (iii) the defending of any claim, investigation, action, suit or other legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (iv) the execution of additional instruments necessary to consummate the transactions contemplated by this Agreement. Each party will promptly consult with the other and provide necessary information 38 44 (including copies thereof) with respect to all filings made by such party with the any agency or authority in connection with this Agreement and the transactions contemplated hereby.
Actions by the Parties. Each of the Parties agrees to use its reasonable best efforts to satisfy the conditions to Closing set forth in Article 10 hereof and to refrain from taking any action within its control which would cause a breach of a representation or warranty set forth herein; provided, however, that neither Seller nor Buyer shall be required to expend any funds or incur any costs to prevent or cure a breach of the representations and warranties set forth in Article 4.
Actions by the Parties. AFTER THE CLOSING 54 9.1 Survival of Representations, Warranties, Etc 54 9.2 Indemnification 54 9.3 Certificate of Incorporation and Bylaws 57 9.4 Exclusivity 57 ARTICLE X MISCELLANEOUS 57 10.1 Restriction on Transferability of the Parent Common Shares 57 10.2 Further Assurances 58 10.3 Notices 58 10.4 Entire Agreement 59 10.5 Waiver 59 10.6 Amendment 60 10.7 No Third Party Beneficiary 60 10.8 No Assignment; Binding Effect 60 10.9 Headings 60 10.10 Severability 60 10.11 Governing Law 60 10.12 Arbitration 60 10.13 Construction 60 10.14 Counterparts 61 SCHEDULES AND EXHIBITS Schedules Schedule 1.1(a) - Accredited Stockholders Schedule 1.1(b) - Non-Accredited Stockholders Schedule 1.1(c) - Key Employees Schedule 2.11(b)(iv) - Parties to Non-Competition Agreements Schedule 2.11(b)(xiii) - Excluded Parties from Lock-Up Agreements Schedule 2.11(c)(i) - Allocation of Stock Consideration and Cash Consideration Company Disclosure Schedule Exhibits Exhibit A - Articles of Merger Exhibit B - Certificate of Merger Exhibit C - Form of Subordinated Promissory Note Exhibit D - Employment Agreement Exhibit E - Non-Competition and Non-Solicitation Agreement Exhibit F - Company Officer's Certificate Exhibit G - Company Secretary Certificate Exhibit H - Release Exhibit I Letter of Transmittal Exhibit J - Opinion of Company Counsel to Company Exhibit K - Registration Rights Agreement Exhibit L - Lock-Up Agreement Exhibit M - Parent Officer's Certificate Exhibit N - Parent Secretary Certificate Exhibit O - Opinion of Counsel to Parent and Acquisition Co. AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (this "Agreement") is made and entered into as of September 15, 2003 (the "Effective Date"), by and among Crdentia Corp., a Delaware corporation ("Parent"), NAS Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Co."), New Age Staffing, Inc., a Texas corporation (the "Company"), Xxxx Xxxxxx, Xx. and Xxxx Xxxxxx, Xx. (collectively, the "Principal Stockholders") and the remainder of the Company Stockholders whose names are set forth in the signature page hereto (together with the Principal Stockholders, the "Company Stockholders").
Actions by the Parties. It is anticipated that the MOU shall be implemented through various methods that may include, but are not limited to:
a. Mutual assessment and exchange of information on opportunities in the areas identified above;
b. Joint organization of lectures, seminars and meetings; inviting relevant experts, scientists, and representatives from the commercial side and relevant government departments to participate;
c. Exchange visits by relevant experts and delegations;
d. Other forms of cooperation agreed by both sides.
Actions by the Parties. Each of the parties shall use its best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, the satisfaction of the conditions to closing of the parties set forth in Article V.
Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use its reasonable best efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement including (i) the obtaining of all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental agency or authority; (ii) the obtaining of all necessary consents, approvals or waivers from any other Person; (iii) the defending of any claim, investigation, action, suit or other legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (iv) the execution of additional instruments necessary to consummate the transactions contemplated by this Agreement, provided, that nothing contained herein shall expand or be deemed to expand Agere's obligations under Section 7.1. Each party will promptly consult with the other and provide necessary information (including copies thereof) with respect to all filings made by such party with the any agency or authority in connection with this Agreement and the transactions contemplated hereby.
Actions by the Parties. Subject to the terms and conditions set forth in this Agreement, each of the parties will use its reasonable efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable Governmental Entities), and to lift any injunction or other legal bar to the transactions contemplated by this Agreement (and, in such case, to proceed with the Closing as expeditiously as possible). Each of the parties will take all actions as may be reasonably directed by Parent for purposes of consummating the transactions contemplated by this Agreement.
Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use its reasonable best efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious
