Common use of Actions by the Parties Clause in Contracts

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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Metasource Group Inc), Agreement and Plan of Merger (Biogentech Corp), Agreement and Plan of Merger (Rp Entertainment Inc)

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Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto will use its Reasonable Best Efforts 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 (ai) the obtaining of all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, 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, by any governmental agency or authority; (bii) the obtaining of all necessary consents, approvals or waivers from any other Person; (ciii) 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 (div) executing the execution of additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Oni Systems Corp), Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Lucent Technologies Inc)

Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto will use its Reasonable Best Efforts 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 (ai) the obtaining of all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, 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, by any governmental agency or authority; (bii) the obtaining of all necessary consents, approvals or waivers from any other Person; (ciii) 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 (div) executing the execution of additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dianon Systems Inc)

Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto will use its Reasonable Best Efforts 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 (ai) the obtaining of all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, 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, by any governmental agency or authority; (bii) the obtaining of all necessary consents, approvals or waivers from any other Person; (ciii) 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 (div) executing the execution of additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Pacific Alliance Corp)

Actions by the Parties. Upon the terms and subject to the ---------------------- conditions set forth in this Agreement, each of the Parties parties hereto will use its Reasonable Best Commercial Good Faith 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 (ai) the obtaining of all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, 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, by any governmental agency or authority; (bii) the obtaining of all necessary consents, approvals or waivers from any other Person; (ciii) 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 (div) executing the execution of additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Terayon Communication Systems)

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Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto will use its Reasonable Best Efforts commercially reasonable 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 Recapitalization Transactions including (a) the obtaining of all reasonably necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, Governmental Entity 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 authorityGovernmental Entity; (b) the obtaining of all necessary consents, approvals or waivers from any other Person; (c) 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 (d) executing the execution of additional instruments reasonably necessary to consummate the transactions contemplated by this AgreementRecapitalization Transactions. Each Party 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.

Appears in 1 contract

Samples: Recapitalization Agreement (Velocity Express Corp)

Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto will use its Reasonable Best Efforts 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 (ai) the obtaining of all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or regulatory authority, domestic and foreign, 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, by any governmental agency or regulatory authority, domestic 35 36 and foreign; (bii) the obtaining of all necessary consents, approvals or waivers from any other Person; (ciii) 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 (div) executing the execution of additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seranova Inc)

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