Cooperation; Best Efforts. Each of the parties, consistent with the fiduciary duties of the directors of each party, will use its best efforts to consummate the Transactions contemplated by this Agreement and cooperate in any action necessary or advisable to facilitate such consummation including, without limitation, making all filings required in order to obtain any necessary consents or to comply with any law and providing any information required in connection therewith.
Cooperation; Best Efforts. Purchaser covenants and agrees with Seller to fully cooperate with Seller and with its counsel in connection with any steps required to be taken as part of Purchaser's obligations under this Agreement. Purchaser will use its best efforts to cause all conditions to the parties' obligations to effect the Closing under this Agreement to be satisfied as promptly as possible and to obtain all consents and approvals necessary for the due and punctual performance of this Agreement and for the satisfaction of the conditions hereof.
Cooperation; Best Efforts. Each of the parties will use its respective best efforts to consummate the transactions contemplated by this Agreement and the Certificate of Merger and will cooperate in any action necessary or advisable to facilitate such consummation including, without limitation, making all filings required in order to obtain any necessary consents or comply with law and providing any information required in connection therewith.
Cooperation; Best Efforts. Each of FNB, FNBNC and VCB, consistent with the fiduciary duties of the directors of FNB, FNBNC and VCB, respectively, will use its best efforts to consummate the transactions contemplated by this Agreement and cooperate in any action necessary or advisable to facilitate such consummation including, without limitation, making all filings required in order to obtain any necessary consents or to comply with any law and providing any information required in connection therewith.
Cooperation; Best Efforts. In connection with this Section 4.3, each Party shall, and shall cause its subsidiaries to, (i) cooperate in all respects with the other Party in connection with any filing with, submission to or investigation or inquiry of the DOJ, the EC or any other Governmental Entity with respect to the transactions contemplated hereby, (ii) promptly inform the other Party of any communication received by such party from, or given by such party to, the DOJ, the EC or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated hereby and (iii) take all actions necessary to obtain any required approvals of the DOJ, the EC or any other Governmental Entity (including approvals required by the Divestiture Orders) with respect to the transactions contemplated hereby, to cause any applicable waiting periods or review periods under Regulatory Laws of the jurisdictions set forth on Exhibit 6.7 to terminate or expire at the earliest possible date (and in any event within the first phase of review), to demonstrate in good faith, at each of their respective cost and expense, that the transactions contemplated hereby should be approved under Regulatory Laws and other Laws, to secure the termination of any investigation by any Governmental Entity, to avoid the filing of any suit or proceeding by any Governmental Entity seeking to enjoin the consummation of the transactions contemplated by this Agreement or to avoid the entry of, or to effect the dissolution of, any injunction or temporary restraining or other Order in any suit or proceeding that would otherwise have the effect of restraining, preventing or delaying of the consummation of the transactions contemplated hereby, all to the end of expediting consummation of the transactions contemplated hereby. Without limitation, Buyer shall agree to hold separate, divest, license, enter into a consent agreement and/or assume any liability with regard to any of the businesses, product lines or assets of Buyer, any of its Affiliates or the Ice Business (including entering into customary ancillary agreements relating to any such divestiture of businesses, product lines or assets) as may be required by any applicable Governmental Entity, in each case, to obtain any required approvals of the DOJ, the EC or any other Governmental Entity (including approvals required by the Divestiture Orders) with respect ...
Cooperation; Best Efforts. Synergetics agrees to cooperate with all reasonable requests of the Company in consummating the transactions contemplated by this Agreement. Such cooperative efforts shall include, without limitation, (i) providing written information to the Company as shall be required and reasonably requested in connection with the preparation of the Registration Statement, (ii) providing information about the status of currently outstanding Project Shares and the names and addresses of the holders of such outstanding Project Shares, (iii) on or after the filing of the Registration Statement, conveying to the Project Share holders, or authorizing the Company to convey to the Project Share holders a writing indicating the unanimous approval of the board of directors and a majority approval of the shareholders of Synergetics of the transactions contemplated by this Agreement, and (iv) when and if the Company is able to commence the offering of the Warrants contemplated by Section 1.1 pursuant to the filing and effectiveness of the Registration Statement, promptly exchanging all Project Shares then issued or deemed to be issued to Synergetics to the Company in exchange for Warrants.
Cooperation; Best Efforts. The Shareholders agree to cooperate and use their best efforts to take all actions necessary or advisable to carry out all the provisions contained in, and transactions contemplated by, this Agreement.
Cooperation; Best Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper and advisable under applicable Law and otherwise, to consummate the transactions contemplated by this Agreement. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, (including the execution of any additional instruments necessary to consummate the transactions contemplated hereby) each of the parties agrees to perform such action as soon as practicable.
Cooperation; Best Efforts. Subject to the terms and conditions herein provided, the Sellers and the Buyer mutually agree to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper and advisable under applicable law, to consummate and make effective the transactions contemplated by this Agreement. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement and/or the provisions of a Liquidating Note, Installment Note, or Escrow Agreement as provided for in this Agreement, each party, or the proper officers and directors of each party, shall take all such necessary action, including the execution of any additional instruments necessary to consummate the transactions contemplated hereby.
Cooperation; Best Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper and advisable under applicable Law (including, without limitation, the Virginia Code and Ohio Code), to consummate and make effective the transactions contemplated by this Agreement. Holdings, Figgie, Services, the Companies and Buyer agree to make their respective filing promptly pursuant to the HSR Act and to use their reasonable best efforts and to cooperate with each other to effect compliance with the HSR Act. Each of the parties hereto agrees to make all required regulatory filings promptly after the date hereof and to diligently pursue compliance with the Virginia Act and the Ohio Act.
