Common use of Certain Filings Clause in Contracts

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 7 contracts

Samples: Merger Agreement (STG Oms Acquisition Corp), Merger Agreement (Industri Matematik International Corp), Merger Agreement (Novell Inc)

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Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 6 contracts

Samples: Merger Agreement (Stellent Inc), Merger Agreement (Oracle Corp), Merger Agreement (24/7 Real Media Inc)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Transactions and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 4 contracts

Samples: Merger Agreement (Comshare Inc), Merger Agreement (Comshare Inc), Merger Agreement (Gn Great Nordic LTD)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 4 contracts

Samples: Merger Agreement (Harris Interactive Inc), Merger Agreement (Kla Tencor Corp), Merger Agreement (Memory Pharmaceuticals Corp)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 3 contracts

Samples: Merger Agreement (Oracle Corp /De/), Merger Agreement (Peoplesoft Inc), Merger Agreement (Oracle Corp /De/)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents, the Offer Documents and the Offer DocumentsForm S-4, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents, the Offer Documents or the Offer Documents Form S-4 and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 2 contracts

Samples: Merger Agreement (Fedex Corp), Agreement and Plan of Merger (American Freightways Corp)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and Transactions, (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers, and (iv) in connection with effecting the prompt dismissal of all litigation between the Company and Parent and its Affiliates.

Appears in 2 contracts

Samples: Merger Agreement (Brunswick Technologies Inc), Merger Agreement (Compagnie De Saint Gobain)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 2 contracts

Samples: Merger Agreement (Charming Shoppes Inc), Merger Agreement (Catherines Stores Corp)

Certain Filings. The Company and Parent the Investor shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing Filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, Contracts in connection with the consummation of the transactions contemplated by this Agreement and (iii) subject to Section 8.01(a), in taking such actions or making any such filingsFilings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 2 contracts

Samples: Transaction Agreement, Transaction Agreement (Foundation Medicine, Inc.)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, Governmental Authority is required or authority is requiredadvisable, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 2 contracts

Samples: Merger Agreement (Ixia), Merger Agreement (Catapult Communications Corp)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing Filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, Contracts in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (iii) subject to Section 9.01(a), in taking such actions or making any such filingsFilings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (Foundation Medicine, Inc.)

Certain Filings. The Company and Parent shall use commercially reasonable best efforts to cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Tender Offer Agreement (Hurray! Holding Co., Ltd.)

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Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing Filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, Contracts in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (iii) subject to ‎Section 9.01(a), in taking such actions or making any such filingsFilings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (Roche Holding LTD)

Certain Filings. The Company and Parent shall use their reasonable best efforts to cooperate with one another (ia) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (iib) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (iiic) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (Union Drilling Inc)

Certain Filings. The Company and Parent shall cooperate with one another (i) in i)n connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (Packeteer Inc)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with 39 44 the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (American Greetings Corp)

Certain Filings. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (ii) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (Ralcorp Holdings Inc /Mo)

Certain Filings. The Company and Parent shall cooperate with one another (ia) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (iib) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Transactions and (iiic) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (Inamed Corp)

Certain Filings. The Company Company, Parent and Parent Purchaser shall cooperate with one another each other (ia) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (iib) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (iiic) in taking seeking any such actions actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Merger Agreement (United Foods Inc)

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