Common use of Best Efforts; Consents Clause in Contracts

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub and the Company agrees to use all reasonable efforts 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 as promptly as practicable the Merger and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the Merger, (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the Merger, (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) fulfill all conditions to this Agreement. Each of Parent, Merger Sub and the Company shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Zone Mining LTD), Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (International Travel Cd S Inc)

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Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub and the Company agrees parties agree to use all reasonable efforts 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 as promptly as practicable the Merger Exchange Transaction and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (iA) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the MergerExchange Transaction, (iiB) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iiiC) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the MergerExchange Transaction, (ivD) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (vE) fulfill all conditions to this Agreement. Each of Parent, Merger Sub and the Company The parties shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the MergerExchange Transaction.

Appears in 2 contracts

Samples: Exchange Agreement (SoOum Corp.), Exchange Agreement (SoOum Corp.)

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub and the Company agrees parties agree to use all reasonable efforts 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 as promptly as practicable the Merger and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the Merger, (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the Merger, (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) fulfill all conditions to this Agreement. Each of Parent, Merger Sub and the Company The parties shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fullcircle Registry Inc), Agreement and Plan of Merger (Swordfish Financial, Inc.)

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub Hybrid and the Company DAM agrees to use all reasonable efforts 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 as promptly as practicable the Merger Share Exchange and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (ia) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the MergerShare Exchange, (iib) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iiic) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the MergerShare Exchange, (ivd) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (ve) fulfill all conditions to this Agreement. Each of Parent, Merger Sub Hybrid and the Company DAM shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the MergerShare Exchange.

Appears in 1 contract

Samples: Share Exchange Agreement (Hybrid Dynamics Corp)

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub and the Company and BP Acquisition agrees to use all reasonable efforts 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 as promptly as practicable the Merger Transactions and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the MergerTransactions, (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the MergerTransactions, (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) fulfill all conditions to this Agreement. Each of Parent, Merger Sub and the Company and BP Acquisition shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the MergerTransactions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (BPK Resources Inc)

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub Sunrise and the Company Pukka agrees to use all reasonable efforts 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 as promptly as practicable the Merger Share Exchange and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the MergerShare Exchange, (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the MergerShare Exchange, (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) fulfill all conditions to this Agreement. Each of Parent, Merger Sub Sunrise and the Company Pukka shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Merger.Share Exchange. 5.6

Appears in 1 contract

Samples: Share Exchange Agreement (Sunrise Usa Inc)

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of ParentBPK, Merger Sub and the Company Graphite agrees to use all reasonable efforts 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 as promptly as practicable the Merger and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the Merger, (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the Merger, (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) fulfill all conditions to this Agreement. Each of ParentBPK, Merger Sub and the Company Graphite shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BPK Resources Inc)

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Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub Power3 and the Company agrees agree to use all reasonable efforts 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 as promptly as practicable the Merger and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to to: (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the Merger, ; (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, ; (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the Merger, ; (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, ; and (v) fulfill all conditions to this Agreement. Each of Parent, Merger Sub Power3 and the Company shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Power 3 Medical Products Inc)

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of Parent, Merger Sub and the Company agrees to use all reasonable efforts 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 as promptly as practicable the Merger and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to to: (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the Merger, ; (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, ; (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the Merger, ; (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, ; and (v) fulfill all conditions to this Agreement. Each of Parent, Merger Sub and the Company shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Power 3 Medical Products Inc)

Best Efforts; Consents. Subject to the terms and conditions herein provided, each of ParentPurchaser, Merger Sub the Holding Company, the Company and the Company Shareholders agrees to use all reasonable efforts 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 as promptly as practicable the Merger Transaction and to cooperate with the others in connection with the foregoing, including using its reasonable efforts to (i) obtain all waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other contracts necessary for the consummation of the MergerTransaction, (ii) make all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iii) lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the MergerTransaction, (iv) effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) fulfill all conditions to this Agreement. Each of ParentPurchaser, Merger Sub the Holding Company, the Company and the Company Shareholders shall use all reasonable efforts to prevent the entry, enactment or promulgation of any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the MergerTransaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (CytoCore Inc)

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