Appropriate Action Sample Clauses

Appropriate Action everything required to be done (including the obtaining of any necessary consents and the passing of all necessary resolutions) to: (i) enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under, each Transaction Document; and (ii) ensure that its obligations under each Transaction Document are legal, valid, binding and enforceable, has been duly done;

Appropriate Action. As soon as possible following the execution of this Agreement, to permit NUSA to become a participating employer in the 401(k) Plan, the Medical Plan and the Deferred Compensation Plans, NSI and NUSA shall: (1) execute appropriate Board resolutions approving NUSA's participation as a participating employer in such plans; (2) adopt an amendment to each such plan reflecting NUSA's participation; and (3) take any other actions necessary or advisable to permit such participation. With respect to all other employee benefit plans or policies, NSI and NUSA agree to take all actions necessary or advisable to carry out the parties' stated intent.

Appropriate Action. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractor of Consultant or its subcontractors, Consultant shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractor.

Appropriate Action. (a) Veeco, Axcelis and Merger Sub shall use their reasonable best efforts to consummate and make effective the Transactions, including using their reasonable best efforts to obtain, or cause to be obtained, all waivers, permits, consents, approvals, authorizations, qualifications, orders and expirations or terminations of applicable waiting periods (collectively, the “Consents”) of all Governmental Entities and parties to Contracts with Veeco, Axcelis or any of their respective Subsidiaries that may be or become necessary or advisable for the performance of obligations pursuant to this Agreement and the consummation of the Transactions. The parties shall cooperate and assist one another in good faith (i) in connection with all actions to be taken pursuant to this Section 5.6(a), including the preparation and making of the filings referred to herein and, if requested, amending or furnishing additional information thereunder, and (ii) in seeking, as promptly as reasonably practicable, to obtain all such Consents. Upon the terms and subject to the conditions set forth in this Agreement, each party agrees to make any filings required or advisable to be made pursuant to the HSR Act or other applicable Antitrust Laws and Investment Screening Laws with respect to the Transactions as promptly as reasonably practicable (and, in the case of the required Notification and Report Forms pursuant to the HSR Act, in any event, unless otherwise mutually agreed between Veeco and Axcelis, within twenty (20) Business Days after the date hereof, it being understood that if on such twentieth (20th) Business Day a Government Shutdown shall be in effect and the applicable Governmental Entities are not accepting filings, such twentieth (20th) Business Day deadline shall be extended until the fifth (5th) Business Day after the date on which the Governmental Entities are accepting filings) and to supply as promptly as reasonably practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested by such Governmental Entities pursuant to the HSR Act or such other applicable Antitrust Laws and Investment Screening Laws. All such antitrust filings and filings pursuant to any Investment Screening Laws to be made shall be made in substantial compliance with the requirements of the HSR Act and such other applicable antitrust Laws and Investment Screening Laws, as applicable. Axcelis and Veeco shall jointly develop, consult and coo...

Appropriate Action. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to cooperate and use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Merger and the other Transactions contemplated by this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all necessary consents, approvals or waivers from third parties, including under any Contract to which Cardinal or Sarg or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including, without limitation, those in connection with the HSR Act), make all necessary registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Proceeding by, any Governmental Entity or Educational Agency (including, the Cardinal Pre-Closing Educational Consents and the Sarg Pre-Closing Educational Consents (if any) and in connection with the HSR Act), and (iii) execute and deliver any additional instruments necessary to consummate the Transactions and fully carry out the purposes of this Agreement; provided that in no event shall the “reasonable best efforts” of any party include the obligation to defend or prosecute any suit, arbitration or other adversarial proceeding (in each case, whether judicial, arbitral or administrative) by or against any Governmental Entity or any Educational Agency. Each of the parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Cardinal and Sarg shall have the right to review in advance, and to the extent practicable each party shall consult with the other party in connection with, all of the information relating to Cardinal or Sarg, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity or Educational Agency in connection with the Merger and the Transactions contemplated by this...

Appropriate Action. The Seller and the Buyer shall promptly notify each other in writing of any pending or, to the Knowledge of the Seller or the Buyer, as applicable, threatened action, proceeding or investigation by any Governmental Authority or any other Person (i) challenging or seeking damages in connection with the Transactions or (ii) seeking to restrain or prohibit the consummation of the Transactions or otherwise limit the right of the Buyer to own or operate all or any portion of the Subject Business. The Seller and the Buyer shall cooperate with each other and use commercially reasonable efforts in defending any such action, proceeding or investigation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed.

Appropriate Action. Each of the Company and the Parent shall use their commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or to avoid any Action or Order by any Governmental Entity, in each case in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) give any notices to third parties, and use their commercially reasonable efforts to obtain any third party consents necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iv) promptly make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under the Exchange Act, the Securities Act and any other applicable Laws; provided, that the Company and Parent shall cooperate with each other in all respects in connection with preparing and filing the filings made or required to be made with the SEC in connection with the transactions contemplated by this Agreement.

Appropriate Action. BNYM is hereby authorised and empowered, in its sole discretion, to take any action with respect to any Asset that it deems necessary or appropriate in carrying out the purposes of this Agreement.

Appropriate Action. Subject to the terms and conditions hereof, each of the Parties will use reasonable best efforts to consummate and make effective the Transaction. Each of the Parties will furnish to the other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing.