Common use of Agreement to Cooperate; Further Assurances Clause in Contracts

Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date any further action is necessary or desirable to transfer any Shares, the Warrant or the Warrant Shares to Purchaser or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable law.

Appears in 3 contracts

Samples: Stock Purchase and Sale Agreement (Transmedia Investors LLC), Stock Purchase and Sale Agreement (Transmedia Network Inc /De/), Stock Purchase and Sale Agreement (Chasen Melvin)

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Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date any further action is necessary or desirable to transfer any Shares, the Warrant or the Warrant Shares to Purchaser Investor or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser Investor shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gp Strategies Corp), Stock Purchase Agreement (Gp Strategies Corp)

Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date any further action is necessary or desirable to transfer any Shares, the Warrant Warrants or the Warrant Shares to Purchaser the Purchasers or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser the Purchasers shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable law.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Transmedia Network Inc /De/), Stock Purchase and Sale Agreement (Samstock LLC)

Agreement to Cooperate; Further Assurances. Subject to the terms and ------------------------------------------ conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date Dates any further action is necessary or desirable to transfer any Shares, the Warrant Warrants or the Warrant Shares to Purchaser the Purchasers or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser the Purchasers shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable law.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Minotaur Partners Ii Lp)

Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date Dates any further action is necessary or desirable to transfer any Shares, the Warrant Warrants or the Warrant Shares to Purchaser the Purchasers or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser the Purchasers shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable law.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Transmedia Network Inc /De/)

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Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings, including, without limitation, in the case of Purchaser, all Purchaser Insurance Filings and Consents, and in the case of the Company, all Required Consents. In case at any time after the Closing Date any further action is necessary or desirable to transfer any Shares, the Warrant or the Warrant Shares to Purchaser or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable lawlaw or the Company's Certificate of Incorporation.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Danielson Holding Corp)

Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action 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 and the other Transaction Documentshereby, including providing information and using reasonable best efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date any further action is necessary or desirable to transfer any Sharesof the Included Assets or assume the Assumed Liabilities pursuant to the terms of this Agreement, the Warrant or the Warrant Shares to Purchaser or otherwise to carry out the purposes terms of this Agreement and the other Transaction DocumentsAgreement, the Company parties hereto and Purchaser their respective Affiliates shall execute such further documents (including assignments, acknowledgments and consents and other instruments of transfer) and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes terms of this Agreement and the other Transaction DocumentsAgreement, in each case to the extent not inconsistent with applicable law.

Appears in 1 contract

Samples: Agreement (Jameson Inns Inc)

Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date any further action is necessary or desirable to transfer any Shares, Conversion Shares, the Warrant or the Warrant Shares to Purchaser Investor or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser Investor shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security Associates International Inc)

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