All Necessary Action Sample Clauses

All Necessary Action. 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 to consummate the transaction contemplated hereby as soon as practicable. No party shall intentionally perform any act which, if performed, or omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party hereto or which would result in any representation or warranty herein contained of such party being untrue in any material respect as if originally made on and as of the Closing Date.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
All Necessary Action. All necessary corporate or partnership action has been duly and validly taken by each of the Company and the OP to authorize the execution, delivery and performance of this Agreement and the issuance of the Securities by the Company.
Sample 1Sample 2
All Necessary Action. From time to time after the Effective Time, as and when requested by ILD, the Shareholder shall execute and deliver all such documents and assurances and to take and do, in the name and on behalf of either Interlink Co. or otherwise, all such other actions as may be reasonably necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets of the Interlink Cos. in ILD or otherwise to carry out this Agreement, including without limitation, removing the name "Interlink" from that of any other entity owned by the Shareholder. The Shareholder shall assist ILD officials in the delivery of access rights to any source codes forming part of the Intellectual Property (as described in Section 3.8 hereof).
Sample 1Sample 2
All Necessary Action. Borrower shall take all action necessary or reasonably requested by Lender to ensure that each of the Affiliates will comply with all covenants and requirements applicable to such Affiliate under any Material Agreement; provided that no violation of this Section 5.16 shall become an Event of Default during the relevant periods for notice and cure under the terms of the applicable Material Agreement.
Sample 1
All Necessary Action. The Company hereby represents and warrants that, as of the date hereof, the Company has taken all necessary action required to provide the Purchasers holding Senior Subordinated Notes with all the rights provided to such Purchasers under this Section 9 and all the benefits of the obligations incurred by the Company under this Section 9.
Sample 1
All Necessary Action. Subject to the terms and conditions hereof, each of Purchaser and Seller agrees to use its best efforts to, and to use its best efforts to cause its officers, directors, employees or agents to, take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions (including without limitation the actions required to consummate the Final Closing under Section 607.1202 of the Florida Business Corporation Act) and to cause the conditions to each party's obligation to consummate the Final Closing to be satisfied as promptly as practicable, including, in the case of Seller, waiving, and causing to be waived, the condition set forth in Section 7.2(a) if all of the other conditions set forth in Sections 7.1, 7.2 and 7.3 have been satisfied (or waived by the parties entitled to the benefits thereof). Without limiting the generality of the foregoing, the parties hereto agree that if the Tender Offer is not consummated by November 15, 1999, Seller shall take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Common Stock or take action by written consent (the "Stockholders Meeting") to consider and vote upon the adoption of this Agreement and the approval of the Transactions to be consummated at the Final Closing as promptly as practicable. In connection therewith, Seller shall prepare and file with the SEC and the New York Stock Exchange no later than November 30, 1999, a proxy or information statement for the solicitation of the vote of the holders of Common Stock at the Stockholders Meeting (together with all amendments and supplements thereto, the "Proxy Statement"), together with any other Proxy Documents, if any; provided, however, that Purchaser shall furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with its preparation of the Proxy Documents; provided, further, that Purchaser shall have the right to review the Proxy Documents prior to 30 39 filing, and Seller shall consult with Purchaser in good faith regarding the content of the Proxy Documents to be filed. The Proxy Documents shall include the recommendation of the Board of Directors of Seller that the holders of Common Stock vote in favor of the approval of this Agreement and the Transactions. Seller shall use all reasonable best efforts to have the Proxy Documents cle...
Sample 1
All Necessary Action. The officers of the parties will promptly cause to be executed, filed and/or recorded any documents prescribed by the laws of the States of South Carolina and Delaware, and will cause to be performed all necessary acts within said jurisdictions and elsewhere to effectuate the Merger. The officers of CGT and of TSI are hereby authorized, empowered and directed to do any and all acts and things, to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Agreement. EXHIBIT D DIRECTORS
Sample 1
AutoNDA by SimpleDocs

Related to All Necessary Action

  • Necessary Action Whenever any Partner exercises any option or right to purchase a Partnership Interest pursuant to this Agreement, the selling Partner shall do all things and execute and deliver all deeds, conveyance and other instruments to consummate such purchase and effect a valid transfer of the Partnership Interest.

  • Necessary Actions Subject to the terms and conditions herein provided, each of the parties hereto agree to 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. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and/or directors of GG or GOLF, as the case may be, shall take all such necessary action.

  • Taking of Necessary Action Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other Parties, as the case may be, advisable for the consummation of the transactions contemplated by the Basic Documents.

  • Taking of Necessary Actions Through the Closing Date, in addition to the specific agreements contained herein, each party hereto shall use reasonable best efforts to take, or cause to be taken by each of its Subsidiaries, all actions, and to do, or cause to be done by each of its Subsidiaries, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Contemplated Transactions including, if necessary, appealing any adverse ruling in respect of any Application.

  • Necessary Acts Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

  • Taking of Necessary Action; Further Action If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

  • Agreement to Perform Necessary Acts Each party agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

  • Corporate Action; No Breach The execution, delivery, and performance by Parent and each Subsidiary of the Loan Documents to which each is or may become a party and compliance with the terms and provisions hereof and thereof have been duly authorized by all requisite action on the part of Parent and each Subsidiary and do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under (i) the articles of incorporation, bylaws or other governing documents of Parent or any of the Subsidiaries, (ii) any applicable law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (iii) any material agreement or instrument to which Parent or any Subsidiary is a party or by which any of them or any of their property is bound or subject, or (b) constitute a default under any such agreement or instrument, or result in the creation or imposition of any Lien (except as provided herein) upon any of the revenues or assets of Parent or any Subsidiary.

  • Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  • Regulatory Action (a) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement shall terminate, as of the effective date of such order.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!