Agreements to Cooperate. (a) Microgyn shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on Microgyn with respect to the Merger and shall take all reasonable actions necessary to cooperate promptly with and furnish information to Conceptus in connection with any such requirements imposed upon Conceptus or Sub or any Subsidiary of Conceptus or Sub in connection with the Merger. Microgyn shall take, all reasonable actions necessary (i) to obtain (and will take all reasonable actions necessary to promptly cooperate with Conceptus or Sub and their Subsidiaries in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by Microgyn (or by Conceptus or Sub or any of their Subsidiaries) in connection with the Merger or the taking of any action contemplated by this Agreement; (ii) to lift, rescind or mitigate the effect of any injunction or restraining order or other order adversely affecting the ability of Microgyn to consummate the transactions contemplated hereby; (iii) to fulfill all conditions applicable to Microgyn pursuant to this Agreement; and (iv) to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling, the entry, or promulgation thereof, as the case may be; PROVIDED, HOWEVER, that Microgyn shall not be obligated to dispose of or hold separate all or a material portion of the business or assets of Microgyn taken as a whole.
(b) Conceptus and Sub shall take, and shall cause their Subsidiaries to take, all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them or their Subsidiaries with respect to the Merger and shall take all reasonable actions necessary to cooperate promptly with and furnish information to Microgyn in connection with any such requirements imposed upon Microgyn in connection with the Merger. Conceptus and Sub shall take, and shall cause their Subsidiaries to take, all reasonable actions necessary (i) to obtain (and will take all reasonable actions necessary to promptly cooperate with Microgyn in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by Conceptus or Sub or any of their Subsidiaries (or by Microgyn) in connection with the Merger or the taking of any action co...
Agreements to Cooperate. Subject to the terms and conditions herein provided, each of the parties hereto shall use 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 to consummate and make effective the transactions contemplated by this Master Transaction Agreement, including using its best efforts to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of INFO and BHW and their respective Affiliates, all necessary or appropriate waivers, consents and approvals to effect all necessary filings and submissions and to lift any injunction or other legal bar to the transactions contemplated hereby and contemplated by the Related Agreements. Each party agrees to use all reasonable efforts to comply with each of their respective covenants and agreements contained in the Related Agreements.
Agreements to Cooperate. (a) Company shall use reasonable efforts to effect the timely issuance of common stock issuable in respect of all of Executive's warrants (the "Common Stock") promptly following Executive's notice of exercise of such warrants and will provide reasonable assurances to any brokerage firm utilized by Executive that the shares of common stock issued upon the exercise of such warrants and the shares of restricted stock held by Executive have been duly registered under the Securities Act .
(b) Executive hereby represents and warrants that Executive does not possess any material non-public information of Company as of the date of this Agreement and will not be provided with any material nonpublic information of Company through the Resignation Date.
(c) Company hereby acknowledges that, commencing as of the date hereof, Executive is not an affiliate of Company for purposes of the Securities Act or the Exchange Act.
(d) Executive hereby acknowledges that Executive is entitled to sell freely the Common Stock under the registration statement of Company on Form S-8 filed on July 9, 2003 with the Securities and Exchange Commission provided such sales are effected in accordance Initials of Parties Company _________ with the terms of the Plan of Distribution described in the prospectus comprising a part of such registration statement.
Agreements to Cooperate. Each party hereto will fully cooperate with the other parties, their counsel and accountants in connection with any steps required to be taken as part of its obligations under this Agreement. Each party will use its best efforts to cause all conditions to this Agreement to be satisfied as promptly as possible and to obtain all consents and approvals necessary for the due and punctual performance of this Agreement and for the satisfaction of the conditions hereof. No party will undertake any course of action inconsistent with this Agreement or which would make any representations, warranties or agreements made by such party in this Agreement untrue or any conditions precedent to this Agreement unable to be satisfied at or prior to the Closing. In case at any time after the Effective Time of the Merger any further action is reasonably necessary to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of ARI and Sub, the proper officers and directors of each corporation party to this Agreement shall take all such necessary action.
Agreements to Cooperate. Each party will take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it with respect to the Merger (including obtaining any and all necessary third party and governmental consents) and shall take all reasonable actions necessary to cooperate promptly with and furnish information to the other party in connection with any such requirements imposed upon the party in connection with the Merger. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal or state antitrust or fair trade law.
Agreements to Cooperate. 30 5.8 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.9
Agreements to Cooperate. Each party hereto will fully cooperate with the other parties, their counsel and accountants in connection with any steps required to be taken as part of its obligations under this Agreement. Each party will use its best efforts to obtain all consents and approvals necessary for the due and punctual performance of this Agreement. No party will undertake any course of action inconsistent with this Agreement or which would make any representations, warranties or agreements made by such party in this Agreement untrue. In case at any time after the Closing any further action is reasonably necessary to carry out the purposes of this Agreement or to vest iGo or Sub with full title to all Purchased Assets, the Xtend Shareholders and the proper officers and directors of each corporation party to this Agreement shall take all such necessary action.
Agreements to Cooperate. (a) CBI shall take, and shall cause its Subsidiaries to take, all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on CBI or its Subsidiaries with respect to the Merger and shall take all reasonable actions necessary to cooperate promptly with and furnish information to Ireland in connection with any such requirements imposed upon Ireland or Sub or any Subsidiary of Ireland or Sub in connection with the Merger. CBI shall take, and shall cause its Subsidiaries to take, all reasonable actions necessary (i) to obtain (and will take all reasonable actions necessary to promptly cooperate with Ireland or Sub and their Subsidiaries in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by CBI or any of its Subsidiaries (or by Ireland or Sub or any of their Subsidiaries) in connection with the Merger or the taking of any action contemplated by this Agreement; (ii) to lift, rescind or mitigate the effect of any injunction or restraining order or other order adversely affecting the ability of CBI to consummate the transactions contemplated hereby; (iii) to fulfill all conditions applicable to CBI pursuant to this Agreement; and (iv) to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling, the entry, or promulgation thereof, as the case may be; provided, however, that CBI shall not be obligated to, nor shall CBI be obligated to cause its Subsidiaries to, dispose of or hold separate all or a material portion of the business or assets of CBI and its Subsidiaries, taken as a whole.
(b) Ireland and Sub shall take, and shall cause their Subsidiaries to take, all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them or their Subsidiaries with respect to the Merger and shall take all reasonable actions necessary to cooperate promptly with and furnish information to CBI in connection with any such requirements imposed upon CBI or any Subsidiary of CBI in connection with the Merger. Ireland and Sub shall take, and shall cause their Subsidiaries to take, all reasonable actions necessary (i) to obtain (and will take all reasonable actions necessary to promptly cooperate with CBI and its Subsidiaries in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental...
Agreements to Cooperate. Executive covenants and agrees that following the Resignation Date, Executive shall cooperate with Company and the Company Affiliates in any pending or future inquiry, audit, litigation, investigation or other dispute, in which Executive, by virtue of Executive's prior relationship with Company or any Company Affiliate, has relevant knowledge or information. Executive further agrees and covenants that, in any such matter he shall, without the necessity for subpoena, in any jurisdiction, provide truthful testimony or information relevant to said matter. The parties acknowledge and agree that Executive, as a former officer and director of Company and certain Company Affiliates, is entitled to indemnification to the same extent and upon the same conditions as active officers or directors of such entities, in actions, suits or proceedings of whatever nature brought against Executive by reason of the fact that he was an officer or director of Company and certain Company Affiliates. Executive shall be reimbursed for the reasonable cost of travel, lodging, meals and automobile rental and reasonable attorneys' fees and expenses incurred by Executive in complying with this paragraph. In addition, after the date which is 18 months after the Resignation Date, Executive shall receive reasonable per diem compensation for each day that Executive shall be required by Company to perform services pursuant to the requirements of this Section 10. Any request for cooperation shall be limited to the minimum amount of Executive's time as is reasonably necessary to accomplish the business purpose.
Agreements to Cooperate. Each party hereto will take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it with respect to the transactions contemplated in this Agreement and the Related Agreements (including obtaining any and all necessary third party and governmental consents) and shall take all reasonable actions necessary to cooperate promptly with and furnish information to the other party in connection with any such requirements imposed upon the party in connection with the transactions contemplated in this Agreement and the Related Agreements.
