COOPERATION AND FURTHER ACTIONS Sample Clauses

COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement.
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COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement. Both during and following the termination of Executive’s employment with the Company, for no additional consideration, Executive agrees to assist the Company and its Affiliates with respect to litigation or other third party claims relating to the period of Executive’s employment. The Company shall pay any out of pocket expenses incurred by Executive in connection with his rendering of such assistance.
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COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement. DocuSign Envelope ID: BD1B918C-BDFE-441B-80D5-518F84AFC6F89F7D5B75-2D69-46F7-864B-ED466CB18FE6
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COOPERATION AND FURTHER ACTIONS. The Parties agree to use reasonable best efforts to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Registration Rights Agreement.
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COOPERATION AND FURTHER ACTIONS. (a) Where the License Agreement gives New SubCo (as assignee of Forward Pharma following the Contribution) responsibility for or control over the filing, prosecution, maintenance, defense and/or enforcement of any of the Licensed Intellectual Property including, but not limited to, commencing and/or defending Litigation in relation to such Licensed Intellectual Property (the “Licensor Controlled Actions”): (i) New SubCo shall have sole and exclusive control over, and the final decision with respect to, all Licensor Controlled Actions and SubCo 1 hereby agrees that it shall not take any action with respect to any Licensor Controlled Actions without the prior written consent of New SubCo and any action taken in contravention of this Section 5(a)(i) shall be null and void; (ii) as an alternative or supplement to giving instructions to SubCo 1 pursuant to Section 3, New SubCo shall have the sole and exclusive irrevocable right to take Licensor Controlled Actions in the name of SubCo 1 and SubCo 1 hereby irrevocably makes, constitutes and appoints New SubCo as its true and lawful attorney-in-fact, for it and in its name, place and stead, to take any Licensor Controlled Actions as such attorney may, in its sole and absolute discretion, consider necessary or proper; (iii) New SubCo shall have the sole and exclusive right to select attorneys or other third party service providers to carry out Licensor Controlled Actions; (iv) New SubCo shall have the right to be joined as a party to any Licensor Controlled Actions; (v) SubCo 1 shall, and shall procure that SubCo 1’s controlled Affiliates shall, promptly provide such assistance and information to New SubCo as is reasonably necessary or desirable to enable New SubCo to carry out Licensor Controlled Actions including, but not limited to, by signing, executing and delivering such additional documents, instruments, authorizations, powers of attorney (including the powers of attorney referenced in Appendix D hereto), certificates and assurances and taking such further actions as may be necessary or desirable to permit New SubCo to exercise the rights and control set out in (i), (ii), (iii) and (iv) above, including, without limitation, joining as a party to any Litigation involving the Licensed Intellectual Property if such joinder is reasonably necessary to advance New SubCo’s position; and (vi) New SubCo shall reimburse SubCo 1 for any reasonable external costs reasonably incurred by SubCo 1 and/or SubCo 1’s controlle...
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COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement. In addition, Executive agrees to execute the pooling agreement, lock-up agreement, shareholders agreement and any other agreement deemed necessary by the CEO and /or the Board of Directors in order to effectuate the public offering through RTO or otherwise of its securities, provided the CEO and other similarly situated executives execute the same or equivalent agreements and the Executive's failure to do so will be deen1ed a material breach of this Agreement.
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COOPERATION AND FURTHER ACTIONS. The Parties hereby agree to carry out any actions that are reasonably necessary and to cooperate in good faith one with the other in order to ensure that the provisions of this Agreement and the Ferrovalle Agreement become fully effective. This obligation includes entering into any form of actions and/or agreements and the filing of all types of documents before any judicial and/or administrative authorities, as well as the ratification thereof.
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COOPERATION AND FURTHER ACTIONS. The Parties hereby agree to carry out any actions that are reasonably necessary and to cooperate in good faith one with the other in order for the provisions of this Clause Seven to become fully effective. Likewise, they agree to not carry out any act or action that may impede the provisions of this Clause Seven becoming fully effective. Without limiting the above, the Parties shall enter into and deliver the additional documents and shall perform the subsequent acts that are necessary or convenient to carry out the obligations under this Clause Seven in an effective way.
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Related to COOPERATION AND FURTHER ACTIONS

  • Necessary Further Actions If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.

  • Cooperation and Further Assurances Each party will cooperate with the other in fulfilling its obligations under this Plan and will provide such information and documentation as is reasonably requested by the other in carrying out the Plan's terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Acquisition as, with respect to such assurances or documents, the other shall deem necessary or appropriate.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Further Actions Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

  • Further Cooperation The parties agree that they will, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.

  • Further Action; Efforts (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after the date of this Agreement), and (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.7(a), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other applicable Governmental Entity challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company will use its reasonable best efforts to resolve any subject objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such action or proceeding, in each case no later than the Outside Date; provided, however, that, notwithstanding anything to the contrary in this Section 5.7, Parent and Merger Sub shall not be obligated to take any actions, or agree to refrain from taking any actions, that, collectively, would have a material adverse effect on the combined business of the Parent Spinco and the Company and their respective Subsidiaries (including the Retained Subsidiaries), taken as a whole, after giving effect to the Parent Spin, the Merger and the other transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary in this Section 5.7, the Company will not take any action, or agree to refrain from taking any action, pursuant to this Section 5.7(b) without the express written permission of Parent.

  • Other Cooperation The Concessioner shall provide the Director and the New Concessioner with such other cooperation as reasonably may be requested.

  • Other Actions In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

  • Cooperation; Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

  • Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.

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