Appropriate Action; Consents; Filings. The Seller and Purchaser shall, use its 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, (ii) obtain from any Governmental Entities or third parties any Consents required to be obtained or made by Purchaser, Seller, or the Company in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required by the Insurance Code of the Commonwealth of Puerto Rico and any other applicable Law; provided, that Seller, the Company and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filing and furnishing all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the Transactions. In furtherance of the foregoing, within ten (10) days of the date hereof, Purchaser shall make all requisite filings with the OCIPR as may be necessary in order to obtain all consents and approvals of the OCIPR needed to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Triple-S Management Corp)
Appropriate Action; Consents; Filings. The Seller and Purchaser shall, parties will use its commercially all reasonable efforts to (ia) 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 law or otherwise to consummate and make effective the Transactions transactions contemplated by this Agreement, ; (iib) obtain from any Governmental Entities governmental entities any consents, licenses, permits, waivers, approvals, authorizations or third parties any Consents orders required to be obtained or made by Purchaser, Seller, or any of the Company parties in connection with the authorization, execution and delivery of this Agreement and or the Ancillary Related Agreements and the consummation of the Transactionstransactions contemplated by this Agreement, and including, without limitation, the Merger, (iiic) make all necessary filings, and thereafter make any other required submissions, submissions with respect to this Agreement and the Merger required by under (i) the Insurance Code Securities Act (in the case of Parent) and the Commonwealth of Puerto Rico Exchange Act and the rules and regulations thereunder, and any other applicable Law; providedfederal or state securities laws, that Seller, the Company and Purchaser shall (ii) any other applicable law. The parties will cooperate with each other one another in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party non-filing parties and its their advisors prior reasonably in advance of filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. The parties will furnish to filing and furnishing one another all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the Transactions. In furtherance of the foregoing, within ten (10) days of the date hereof, Purchaser shall make all requisite filings with the OCIPR as may be necessary in order to obtain all consents and approvals of the OCIPR needed to consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Advanced Neuromodulation Systems Inc)
Appropriate Action; Consents; Filings. The Seller Sellers, Central Utah and the Purchaser shall, shall use its commercially all 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 transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities all consents, licenses, permits, waivers, approvals, authorizations or third parties any Consents orders required to be obtained or made by Purchaser, Seller, or the Company under Law required in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation by them of the Transactionstransactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein required by the Insurance Code of the Commonwealth of Puerto Rico and under any other applicable Law; provided, provided that Seller, the Company Purchaser and Purchaser Sellers and Central Utah shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Sellers, Central Utah and furnishing the Purchaser shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the Transactionstransactions contemplated by this Agreement. In furtherance case at any time after the Closing Time any further action is necessary or desirable to carry out the purposes of the foregoingthis Agreement, within ten (10) days of the date hereof, Purchaser each party to this Agreement shall make use all requisite filings with the OCIPR as may be reasonable efforts to take all such necessary in order to obtain all consents and approvals of the OCIPR needed to consummate the transactions contemplated herebyaction.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Seller and Purchaser shall, the Company shall use its commercially all 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 transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities all consents, licenses, permits, waivers, approvals, authorizations or third parties any Consents orders required to be obtained or made by Purchaser, Seller, or the Company under Law required in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation by them of the Transactionstransactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required by the Insurance Code of the Commonwealth of Puerto Rico and under any other applicable Law; provided, that Sellerprovided that, the Company and Purchaser the Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and furnishing the Company shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the Transactionstransactions contemplated by this Agreement. In furtherance case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the foregoing, within ten (10) days proper officers and directors of the date hereof, Purchaser each party to this Agreement shall make use all requisite filings with the OCIPR as may be reasonable efforts to take all such necessary in order to obtain all consents and approvals of the OCIPR needed to consummate the transactions contemplated herebyaction.
Appears in 1 contract
Samples: Merger Agreement (Lynch Corp)
Appropriate Action; Consents; Filings. The Company, Purchaser and Seller shall use, and Purchaser shallSeller shall cause the Company and each of its subsidiaries, use its commercially if any, to use, all reasonable efforts to (ia) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law laws or otherwise to consummate and make effective the Transactions transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities or third parties any Consents required to be obtained or made by Purchaser, Seller, or the Company in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions, and (iiib) make all necessary filings, and thereafter make any other required submissions, with respect to respecting this Agreement required by under (i) the Insurance Code Securities Act of 1933, as amended (“Securities Act”) and the Commonwealth Securities Exchange Act of Puerto Rico 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, and any other applicable Lawfederal or state securities laws, and (ii) any other applicable law; provided, that Seller, the Company and Purchaser and Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling other party and its advisors prior to filing such filings and, if requested, shall accept all reasonable additions, deletions, or changes suggested in connection therewith. Purchaser and furnishing Seller shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law in connection with the Transactions. In furtherance of the foregoing, within ten (10) days of the date hereof, Purchaser shall make all requisite filings with the OCIPR as may be necessary in order to obtain all consents and approvals of the OCIPR needed to consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Seller Sellers, Central Telcom and the Purchaser shall, shall use its commercially all 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 transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities all consents, licenses, permits, waivers, approvals, authorizations or third parties any Consents orders required to be obtained or made by Purchaser, Seller, or the Company under Law required in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation by them of the Transactionstransactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein required by the Insurance Code of the Commonwealth of Puerto Rico and under any other applicable Law; provided, provided that Seller, the Company Purchaser and Purchaser Sellers and Central Telcom shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Sellers, Central Telcom and furnishing the Purchaser shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the Transactionstransactions contemplated by this Agreement. In furtherance case at any time after the Closing Time any further action is necessary or desirable to carry out the purposes of the foregoingthis Agreement, within ten (10) days of the date hereof, Purchaser each party to this Agreement shall make use all requisite filings with the OCIPR as may be reasonable efforts to take all such necessary in order to obtain all consents and approvals of the OCIPR needed to consummate the transactions contemplated herebyaction.
Appears in 1 contract
Samples: Membership Purchase Agreement (Lynch Interactive Corp)