Appropriate Actions. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall (and the Company shall cause its Subsidiaries to) each use their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing 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 any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any other applicable antitrust laws, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any communication received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any written communication delivered to any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (vii) obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be re...
Appropriate Actions. Subject to the terms and conditions of this Agreement, each of the Company and each of the Purchasers agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist the other party in doing, all things reasonably necessary, proper or advisable to obtain satisfaction of the conditions precedent to the consummation of the transactions contemplated herein.
Appropriate Actions. Holdco, NW Natural and Merger Sub shall take all necessary and appropriate to complete the Merger. In this connection, Holdco shall issue and deliver the shares of Holdco Common Stock into which outstanding shares of NW Natural Common Stock are converted on the basis and to the extent provided in Article 2 of this Agreement, and shall take other actions necessary to fulfill Holdco’s obligations under this Agreement, including, without limitation, those specified in Article 6 of this Agreement. If, 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 title to all properties, assets, privileges, rights, immunities and franchises of either of NW Natural or Merger Sub, NW Natural shall, and shall cause the individuals who were the officers and directors of Merger Sub as of the Effective Time to, take all such further action.
Appropriate Actions. During the Interim Period, the Parties will cooperate with each other and use Reasonable Efforts to do each of the following:
(A) Take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary, proper or advisable on its part under this Agreement, Applicable Law or otherwise to consummate and make effective the Transactions.
(B) Obtain promptly from any Governmental Authority all approvals or clearances required to be obtained by Explorer, Seller, SHLX, or Buyer or any of their other respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the Transactions.
(C) Promptly make all necessary filings and thereafter make any other required submissions with respect to this Agreement and prompt consummation of the Transactions required under any Applicable Law.
(D) Resolve any objections asserted by any Governmental Authority with respect to the Transactions.
(E) Provide prompt notification to the other Parties of any actions pursuant to Section 7.1 (A) to (D).
(F) Notwithstanding and in limitation of Section 7.1 (A) to (D), no Party shall be required to sell or otherwise dispose of, or to hold separate and agree to sell or otherwise dispose of, or to limit or change any assets, businesses or operations of such Party or its Affiliates.
Appropriate Actions. Prior to, at and after the Merger Time, Georgia Power and Savannah Electric, respectively, shall take all such actions as may be necessary or appropriate in order to effectuate the Merger. In case at any time after the Merger Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full title to all properties, assets, privileges, rights, immunities and franchises of either of the Constituent Corporations, the officers and directors of each of the Constituent Corporations as of the Merger Time shall take all such further action.
Appropriate Actions. Prior to and after the Effective Time, ParentCo, SDG&E and MergeCo, respectively, shall take all such actions as may be necessary or appropriate in order to 1 effectuate the Merger. In this connection, ParentCo shall issue the shares of ParentCo Common Stock into which outstanding shares of SDG&E Common Stock will be converted on a share-for-share basis to the extent provided in Article 2 of this Agreement. In case 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 title to all properties, assets, privileges, rights, immunities and franchises of either of the Constituent Corporations, the officers and directors of each of the Constituent Corporations as of the Effective Time shall take all such further action.
Appropriate Actions. Prior to, at and after the Merger Time, CECo and E&H, respectively, shall take all such actions as may be necessary or appropriate in order to effectuate the Merger. In case at any time after the Merger Time any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full title to all properties, assets, privileges, rights, immunities and franchises of either of the Constituent Corporations, the officers and directors of each of the Constituent Corporations as of the Merger Time shall take all such further action.
Appropriate Actions. Subject to the terms and conditions of this Agreement, each of the Company and the Purchaser agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist the other party in doing, all things reasonably necessary, proper or advisable to obtain satisfaction of the conditions precedent to the consummation of the transactions contemplated at the Second Closing including, without limitation, (a) obtaining all necessary Consents for the Purchaser to own the Shares, including the approval of the New York State Gaming Commission (the “Ownership Approval”), and the making of all filings and the taking of all steps as may be necessary to obtain the Ownership Approval, (b) avoiding an Action by any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated hereunder, (c) defending any Actions challenging this Agreement or the consummation of the transactions contemplated hereunder, and (d) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereunder.
Appropriate Actions. Prior to and after the Effective Time, Resources, Roanoke Gas and Acquisition, respectively, shall take all such actions as may be necessary or appropriate in order to effectuate the Merger. In this connection, Resources shall issue and pay the shares of Resources Common Stock into which outstanding shares of Roanoke Gas Common Stock will be converted on the basis and to the extent provided in Article 2 of this Agreement, and shall take such other actions as are necessary to fulfill Resources' obligations hereunder, including, without limitation, those specified in Article 6 of this Agreement. In case 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 title to all properties, assets, privileges, rights, immunities and franchises of either of the Constituent Corporations, the officers and directors of each of the Constituent Corporations as of the Effective Time shall take all such further action.
Appropriate Actions. Subject to the terms and conditions hereof, (i) the parties hereto will use their respective commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate and make effective the Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article VIII) at the earliest practicable date; and (ii) the parties hereto shall cooperate with one another in promptly seeking to obtain all authorizations, consents, orders and approvals, giving such notices, and making such filings, in each case, as necessary for consummation of the Transactions. From time to time, as and when requested by any party hereto, each party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such other party hereto may reasonably deem necessary or desirable to consummate the Transactions.
