Consents; Filings. (a) The Company shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
(b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this Agreement, each party to this Agreement shall use commercially reasonable efforts to (i) make all filings and give all notices that are or may be required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are or may be required to be obtained (pursuant to any applicable Law, Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement; provided, that the Company shall only be required to use commercially reasonable efforts to obtain those Approvals which are or may be required to be obtained pursuant to any Contract to the extent requested to do so by Parent prior to Closing. Each party shall, upon request of another party and to the extent permitted by applicable Law or applicable Contract, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Approval obtained by it.
(c) In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of Parent and the Company shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (2) Business Days after the date of this Agreement and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel with any information that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in re...
Consents; Filings. Without limiting the generality of Section 6.1, TRM and the Purchasing Insurers will use commercially reasonable efforts to (i) obtain as promptly as practicable all approvals, authorizations, consents and permits required to be obtained by any Tower Entity in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the Required Approvals hereunder and necessary consents of landlords to the assignment of the Lease Agreements and (ii) make, as promptly as practicable, all necessary filings and thereafter make any other required submissions, with respect to this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, in each case, required under any Applicable Law, including using its commercially reasonable efforts to contest in good faith any Litigation challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or the Ancillary Agreements. TRM and the Purchasing Insurers shall cooperate with the CPRE Entities in connection with the seeking of all such approvals, authorizations, consents and permits and the making of all such filings and will promptly notify CPRE in writing of any pending or, to the knowledge of TRM or the Purchasing Insurers, threatened Litigation by any Governmental Authority or any other Person (A) challenging or seeking material monetary damages in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements or (B) seeking to restrain or prohibit, enjoin, alter or materially delay the transactions contemplated by this Agreement or the Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, no Tower Entity shall be required to take any action that involves divestiture of an existing business or material assets of such Person.
Consents; Filings. No filing or registration with, notification to and no permit, authorization, consent or approval of any Governmental entity is required by Purchaser or any of Purchaser's subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Purchaser of the transactions contemplated hereby, except as set forth in Schedule 4.2(b) hereto and except: (i) as required by (A) the Securities Act and the Exchange Act, (B) state securities or "blue sky" laws, and (C) the NASDAQ and (ii) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, materially impair Purchaser's ability to consummate the transactions contemplated hereby.
Consents; Filings. No filing or registration with, no notification to, and no permit, authorization, consent or approval of, any Governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required to be obtained or made by any of the Gilat Parties or the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except as will be obtained prior to the Closing Date and except (i) as required by (A) the Securities Act and the Exchange Act, (B) state securities or "blue sky" laws and (C) the National Association of Securities Dealers, Inc. ("NASD") or the Nasdaq National Market ("NASDAQ"), and (ii) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Company Material Adverse Effect, a Gilat Material Adverse Effect or an adverse affect upon the ability of the Gilat Parties to consummate the transactions contemplated hereby.
Consents; Filings. Upon the terms and subject to the conditions hereof, each of the Parties hereto shall, and shall cause their respective Affiliates to, use all reasonable efforts, to obtain from the requisite Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.
Consents; Filings. Except as set forth in Schedule 2.6 hereto, no ----------------- ------------ registration or filing with, or consent, approval, permit, authorization or action by, any third-party (including, without limitation, any federal, state, local, foreign or other governmental agency, instrumentality, commission, authority, board or body or other person or entity (a "Governmental Entity") is required in connection with the execution and delivery by the Company, any Stockholder or any Optionholder of this Agreement or the other agreements, documents and instruments to be executed and delivered by Company, any Stockholder or Optionholder pursuant hereto or the consummation by the Company, the Stockholders or the Optionholders of the transactions contemplated hereby or thereby.
Consents; Filings. Except as set forth in Schedule 3.6, no ----------------- registration or filing with, or consent, approval, permit, authorization or action by, any third party (including, without limitation, any federal, state, local, foreign or other governmental agency, instrumentality, commission, authority, board or body or other person or entity) is required to be made by Flagship or PQC in connection with the execution and delivery by Flagship and PQC of this Agreement or the other agreements, documents and instruments to be executed and delivered by Flagship and PQC pursuant hereto or the consummation by Flagship and PQC of the transactions contemplated hereby or thereby.
Consents; Filings. Except as set forth in Schedule 2.03 hereto, no ----------------- ------------- registration or filing with, or consent, approval, permit, authorization or action by, any third-party (including, without limitation, any federal, state, local, foreign or other governmental agency, instrumentality, commission, authority, board or body or other person or entity ("Government Entity")) is required in connection with the execution and delivery by Seller of this Agreement or the other agreements, documents and instruments to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated hereby or thereby.
Consents; Filings. All necessary consents shall have been obtained and all necessary filings shall have been made to permit the consummation of the transactions contemplated by this Agreement.
Consents; Filings. Seller and Buyer will use commercially reasonable efforts to obtain the consents of all Persons necessary to the consummation of the transactions contemplated by this Agreement as set forth on Schedule 2.6(c).
