Efforts and Actions to Cause the Closing to Occur Sample Clauses

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the Closing as promptly as practicable, including using their reasonable best efforts: (i) to cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority; (ii) to defend, and seek to prevent the initiation of, all lawsuits and all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby and to cause to be lifted or rescinded any injunction, decree, ruling, order or other action by any Governmental Authority adversely affecting the ability of Purchaser and Seller to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-U.S. jurisdiction as required with respect to the transactions contemplated hereby promptly after the date hereof. Each of Purchaser and Seller further agrees to use reasonable best efforts to certify substantial compliance with any “second request” or similar request for additional information or documentary material from the Department of Justice or the Federal Trade Commission pursuant to the HSR Act, or any Supplementary Information Request from the Canadian Competition Bureau, within 90 days after receipt of such second request or Supplementary Information Request and to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller or any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person ...
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Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, and Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take such actions as are necessary to obtain any requisite Consent, (ii) seek to prevent the initiation of any Action by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent.
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Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be
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Efforts and Actions to Cause the Closing to Occur. Buyer, on the one hand, and the Company and the Shareholders, on the other hand, shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (subject to applicable Law) to consummate the transactions contemplated herein as promptly as practicable and in any event on or before the Closing Date, including the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated herein and the taking of such actions as are necessary to obtain those authorizations and consents required to be obtained before the Closing. In addition, no party (nor any of its respective Affiliates (shall take any action that could be reasonably expected to delay the obtaining of, or result in not obtaining, any authorization or consent required to be obtained prior to Closing.
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Efforts and Actions to Cause the Closing to Occur. (a) From and after the date hereof, upon the terms and subject to the conditions of this Agreement and the other Transaction Documents, the Parties shall use their reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done and cooperate with each other in order to do, all things, necessary, proper or advisable to consummate the Closing as promptly as practicable, including communicating with the requisite Governmental Authorities to obtain informal pre-clearance review and preparing and filing all requisite forms, registrations and notices; provided that no Party shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent. In addition, no Party shall take any action after the date hereof that would reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing.
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Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause to be done and cooperate with each other in order to do, all things, necessary, proper or advisable to consummate the Closing as promptly as practicable, including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided that neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consent. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing.
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Efforts and Actions to Cause the Closing to Occur 
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Related to Efforts and Actions to Cause the Closing to Occur

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • Conditions to Closing Termination 25 6.01 Conditions Precedent to Obligation of Buyer.............................25 6.02 Conditions Precedent to Obligation of Sellers...........................27 6.03 Deliveries and Proceedings at Closing...................................28

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Effectiveness and Events Requiring Notice to the Representatives The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

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