Common use of Closing Efforts Clause in Contracts

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 26 contracts

Samples: Agreement and Plan of Merger (First Harvest Corp.), Nonqualified Stock Option Agreement (Atrinsic, Inc.), Agreement and Plan of Merger and Reorganization (Lifeapps Digital Media Inc.)

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Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 20 contracts

Samples: Agreement and Plan of Merger (Pure Vanilla Exchange Inc), Agreement and Plan of Merger (Affymetrix Inc), Agreement and Plan of Merger (Be Free Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 17 contracts

Samples: Agreement and Plan of Merger (Quality Systems Inc), Agreement and Plan of Merger (Opnet Technologies Inc), Agreement and Plan of Merger (Quality Systems Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 12 contracts

Samples: Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.), Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.), Agreement and Plan of Merger (Ds Healthcare Group, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Casella Waste Systems Inc), Asset Purchase Agreement (Optelecom-Nkf, Inc.), Asset Purchase Agreement (Ss&c Technologies Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 8 contracts

Samples: Share Purchase Agreement, Asset Purchase Agreement (Satcon Technology Corp), Membership Interests Purchase Agreement (Nayna Networks, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations Agreement and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfiedAncillary Agreements.

Appears in 7 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Vivus Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (EZRaider Co.), Agreement and Plan of Merger and Reorganization (Amesite Operating Co), Agreement and Plan of Merger and Reorganization (Amesite Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger sale and purchase of the Purchased Assets are satisfied.

Appears in 4 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Ds Healthcare Group, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementTransactions, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger Transactions are satisfied.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Ata Holdings Corp)

Closing Efforts. Each of the Parties shall use its reasonable best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (Valeritas Holdings Inc.), Agreement and Plan of Merger and Reorganization (ViewRay, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny), Agreement and Plan of Merger (Akamai Technologies Inc), Agreement and Plan of Merger (Unica Corp)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfiedsatisfied on or before the date that is forty-five (45) days after the date hereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Contango Oil & Gas Co), Asset Purchase Agreement (Contango Oil & Gas Co)

Closing Efforts. Each of the Parties parties hereto shall use its best efforts, to the extent commercially reasonable efforts ("Reasonable Best Efforts”), ") to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its their respective Reasonable Best Efforts to ensure that (i) its all representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties parties to consummate the Merger transactions are satisfied.

Appears in 2 contracts

Samples: Settelement and Exchange  agreement (Abakan, Inc), Accord and Satisfaction of Investment Agreement (Abakan, Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations the Ancillary Agreements and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfiedWarrant.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Peco Ii Inc), Asset Purchase Agreement (Peco Ii Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through on the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 2 contracts

Samples: Interest Purchase Agreement, Partnership Interest Purchase Agreement (Contango Oil & Gas Co)

Closing Efforts. Each of the Parties (other than the Company Stockholder Representative) shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Akamai Technologies Inc)

Closing Efforts. Each of the Parties party shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that cause (i) its respective representations and warranties to remain true true, correct and correct complete in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ruths Hospitality Group, Inc.), Non Competition and Non Solicitation Agreement (Ruths Hospitality Group, Inc.)

Closing Efforts. Each Except as otherwise provided in Section 4.9, each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.)

Closing Efforts. Each of the Parties parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties parties to consummate the Merger sale of the Shares to the Buyer are satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Centene Corp), Stock Purchase Agreement (Centene Corp)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its or his Reasonable Best Efforts to ensure that (ia) its or his representations and warranties remain true and correct in all material respects through the Closing Date Date, except to the extent expressly contemplated or permitted by this Agreement and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Akamai Technologies Inc), Agreement and Plan of Merger (Akamai Technologies Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Liberator, Inc.), Stock Purchase Agreement (WES Consulting, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Mergers are satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Eastern Resources, Inc.), Agreement and Plan (GoFish Corp.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Share Exchange are satisfied.

Appears in 2 contracts

Samples: Share Exchange Agreement (Creations Inc), Share Exchange Agreement (SmartKem, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (iib) the conditions to the obligations of the other Parties Party to consummate the Merger Closing are satisfiedsatisfied on or before the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Linn Energy, LLC)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including including, without limitation limitation, using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Network Engines Inc), Agreement and Plan of Merger (Engage Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper proper, or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fabri Steel Products Inc), Asset Purchase Agreement (Fabri Steel Products Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (REGAL ONE Corp), Asset Purchase Agreement (REGAL ONE Corp)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Share Exchange are satisfied.

Appears in 2 contracts

Samples: Share Exchange Agreement (China Energy Technology Corp., Ltd.), Share Exchange Agreement (Symbid Corp.)

Closing Efforts. Each of the Parties party shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that cause (i) its respective representations and warranties to remain true true, correct and correct complete in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties each party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Id Systems Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (iib) the conditions to the obligations of the other Parties Party to consummate the Merger Closing are satisfiedsatisfied on or before April 28, 2008.

Appears in 1 contract

Samples: Asset Purchase Agreement (Southwestern Energy Co)

Closing Efforts. (a) Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated hereby are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Superconductor Corp /De/)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure procure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacira Pharmaceuticals, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to --------------- the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct such that the conditions set forth in all material respects through the Closing Date Article V will be satisfied and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Entrust Technologies Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including including, without limitation limitation, using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Makamer Holdings, Inc.)

Closing Efforts. Each of the Parties parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties parties to consummate the Merger Share Exchange are satisfied.

Appears in 1 contract

Samples: Share Exchange Agreement (Pineapple Express, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the Closing and the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netegrity Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper proper, or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Udate Com Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts (i) to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) to satisfy the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I Many Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.that

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emeritus Corp\wa\)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Commercial Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Commercial Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netegrity Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfiedClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (VNU International B.V.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated hereby are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Acuity Brands Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Contribution are satisfied.

Appears in 1 contract

Samples: Contribution Agreement (Cur Media, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable efforts in light of the circumstances (“Commercially Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Commercially Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Securities Exchange are satisfied.

Appears in 1 contract

Samples: Securities Exchange Agreement (Lifeapps Brands Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ('Reasonable Best Efforts'), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Confederate Motors, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (On Assignment Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger sale and purchase of the Subject Shares are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ds Healthcare Group, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement as soon as practicable including, including without limitation limitation, using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties to consummate the Merger Acquisition are satisfied.

Appears in 1 contract

Samples: Acquisition Agreement (Symbid Corp.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brooktrout Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”)efforts to perform its obligations under, to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by by, this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions set forth in Section 5.1 and the conditions to the obligations of the other Parties to consummate the Merger are to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Exfo Electro Optical Engineering Inc)

Closing Efforts. Each of the Parties shall use its reasonable best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Exchange are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Share Exchange (Cryptosign, Inc.)

Closing Efforts. (a) Each of the Parties (other than the Company Equityholder Representative) shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that that, as applicable, (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alkermes Plc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger Natex Acquisition are satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Integrated Health Technologies Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to --------------- the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Contribution (Cmgi Inc)

Closing Efforts. Each of the Parties parties hereto shall use its best efforts, to the extent commercially reasonable efforts ("Reasonable Best Efforts”), ") to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its such party’s representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties parties to consummate the Merger transaction are satisfied.

Appears in 1 contract

Samples: Asset Swap Agreement (Novagen Ingenium Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of each Party, to the other Parties extent in the control of a Party, to consummate the Merger Acquisition are satisfied.

Appears in 1 contract

Samples: Acquisition Agreement (Generex Biotechnology Corp)

Closing Efforts. Each of the Parties parties shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that cause (ia) its representations and warranties to remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (NPS Pharmaceuticals Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), --------------- Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its or his Reasonable Best Efforts to ensure that (ia) its or his representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Kadant Inc)

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Closing Efforts. Each Except as expressly contemplated by Section 6.6, each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfied.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Arc Wireless Solutions Inc)

Closing Efforts. Each of the Parties shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Skillsoft Public Limited Co)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable efforts (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (U.S. Rare Earth Minerals, Inc)

Closing Efforts. (a) Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfied.

Appears in 1 contract

Samples: Purchase Agreement (CTC Media, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unica Corp)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger and its related transactions are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quality Systems Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Effortsreasonable efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are transactions contemplated hereby to be satisfied.

Appears in 1 contract

Samples: Share Purchase Agreement (Abiomed Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transaction are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Silverstream Software Inc)

Closing Efforts. Each of the Parties parties hereto shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), commercial efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable commercial efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties parties hereto to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FUND.COM Inc.)

Closing Efforts. (a) Each of the Parties shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfied.

Appears in 1 contract

Samples: Purchase Agreement (CTC Media, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.. 4.2

Appears in 1 contract

Samples: HTM Merger Agreement

Closing Efforts. Each of the Parties shall use its best efforts, to --------------- the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Convergent Networks Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Tender Agreement (Parexel International Corp)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) cause the conditions to the obligations of the other Parties to consummate the Merger are to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red Hat Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Merger, the Transfer and the Private Placement are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akamai Technologies Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Reorganization), including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rsa Security Inc/De/)

Closing Efforts. Each of the Parties Party shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations Agreement and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfiedAncillary Agreements.

Appears in 1 contract

Samples: Master Purchase Agreement (Rentrak Corp)

Closing Efforts. Each of the Parties hereto shall use its best efforts, to the extent commercially reasonable efforts (“Reasonable Best Efforts”), ) to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementContemplated Transactions, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date; and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transaction are satisfied.

Appears in 1 contract

Samples: Share Exchange Agreement (Organic Plant Health Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date (except for any representation or warranty which was specifically made as of a particular date) and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zipcar Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party or Parties, as applicable, to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Merger Agreement (Fonix Corp)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger Paxis Acquisition are satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Integrated Health Technologies Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Sale are satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pegasystems Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties such Party to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicines Co /De)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreementthe Transaction Documents, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by the Transaction Documents are satisfied.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Fti Consulting Inc)

Closing Efforts. Each of the Parties parties shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Nayna Networks, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable ("Reasonable Best Commercial Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Commercial Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opnet Technologies Inc)

Closing Efforts. Each of the Parties shall use his, her or its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akamai Technologies Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are transactions contemplated by this Agreement to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brooks Automation Inc)

Closing Efforts. Each of the Parties shall will use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are transactions contemplated by this Agreement to be satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (World Energy Solutions, Inc.)

Closing Efforts. Each of the Parties shall use his or its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) his or its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated hereby are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (NxStage Medical, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”)Efforts to cooperate with the other Parties, to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Arrangement Agreement (Analogic Corp)

Closing Efforts. Each Subject to the terms of this Agreement, each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Online Resources Corp)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Share Exchange are satisfied.

Appears in 1 contract

Samples: Form of Share Exchange Agreement (Neonc Technologies Holdings, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (On Assignment Inc)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”)efforts, to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (CleanTech Biofuels, Inc.)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable efforts ("Reasonable Best Efforts"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frontline Capital Group)

Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated by this Agreement are satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boston Communications Group Inc)

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