Efforts; Consents. (a) Subject to the terms and conditions herein ------------------- provided, Delta Apparel agrees to use its 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 to consummate and make effective as promptly as practicable the transactions contemplated by this Distribution Agreement and the Distribution and to cooperate with Delta Woodside and Duck Head in connection with the foregoing. Without limiting the generality of the foregoing, Delta Apparel shall make or cause to be made all required filings with or applications to Governmental Entities (including under the Securities Act and the Exchange Act) to be made by it, and use its best efforts to (i) obtain all necessary waivers of any Violations and other Consents of all Governmental Entities and other third parties, necessary for the parties to consummate the transactions contemplated hereby, (ii) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (iii) fulfill all conditions to this Distribution Agreement.
Efforts; Consents. Each of the parties to this Agreement agrees to, and to cause its respective Subsidiaries to, use reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to consummate the Merger and the Transactions. Without limiting the generality of the foregoing, each of the parties hereto shall use, and shall cause its respective Subsidiaries to use, reasonable best efforts to obtain all authorizations, consents, orders and approvals of Federal, state, and local regulatory bodies, that are or may become necessary for the performance of its respective obligations pursuant to this Agreement, the Transactions Documents and the consummation of the Transactions, and shall cooperate fully in promptly seeking to obtain such authorizations, consents, orders and approvals as may be necessary for the performance of its respective obligations pursuant to this Agreement, the Transaction Documents and the Transactions. The parties shall not take, and shall cause their respective Subsidiaries not to take, any action which would have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals, and the parties shall use, and shall cause their respective Subsidiaries to use, reasonable best efforts to secure such approvals as promptly as possible. The parties shall use, and shall cause their respective Subsidiaries to use, reasonable best efforts not to take any action or enter into any transaction which would result in a breach of any covenant made by such party in this Agreement.
Efforts; Consents. (a) During the period from the date of this Agreement to and including the Closing (or such earlier date as this Agreement may be terminated in accordance with Section 6.1), each Party shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable for such Party to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders, and make any notices required to be obtained or made by such Party in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required with respect to such Party under any Applicable Law, and (iv) execute or deliver any additional instruments necessary for such Party to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Parties shall cooperate with each other in connection with the making of all such filings and obtaining such consents, licenses, permits, waivers, approvals, authorization and orders, including providing copies of all such documents to the non-filing or non-obtaining Party and its advisors prior to filing or use and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith.
Efforts; Consents. (a) Subject to the terms and conditions herein provided, and fiduciary duties under applicable law, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, each of Seller, the Webbed Feet Members and Buyer shall (i) obtain or cause to be obtained all Consents required to be obtained in connection with the transactions contemplated by this Agreement, (ii) make or cause to be made all required filings with applicable Governmental Entities, and (iii) use its reasonable efforts to fulfill all conditions to this Agreement.
Efforts; Consents. (a) Subject to the terms and conditions herein provided, and fiduciary duties under applicable law, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Merger and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, each of TWG, the TWG Shareholder and Parent shall use its reasonable efforts to (i) obtain or cause to be obtained all Consents required to be obtained in connection with the transactions contemplated by this Agreement, (ii) make or cause to be made all required filings with applicable Governmental Entities, and (iii) use its reasonable efforts to fulfill all conditions to this Agreement.
Efforts; Consents. Each party hereto agrees to use reasonable best efforts, at its own cost and expense, to take or cause to be taken all actions necessary, proper or advisable to consummate the Transactions, including seeking all Required Consents and Consents of other Persons necessary to consummate the Transactions as promptly as practicable. Without limiting the foregoing, the parties shall cooperate with the other and Buyer shall use its reasonable best effort to, no later than seven (7) Business Days after the date of this Agreement (i) file applications and notices, as applicable, with the FDIC and the Board of Governors of the Federal Reserve System (or the applicable Federal Reserve Bank) under the Change in Bank Control Act, and obtaining approval of such applications and notices, (ii) file any required applications or notices with any foreign or state banking, insurance or other Governmental Authorities and obtaining approval of such applications and notices, (iii) make any notices or filings under the HSR Act, and (iv) make any filings with and obtaining any Consents in connection with compliance with the applicable provisions of the rules and regulations of any applicable industry self-regulatory organization and any relevant state regulator that are required under consumer finance, mortgage banking and other similar Laws (collectively, the “Regulatory Consents”). Each party will promptly furnish to the other party copies of applications filed with all Governmental Authorities and copies of written communications received by such party from any Governmental Authorities with respect to the Transactions. Each party agrees that it will consult with the other party with respect to the obtaining of all Regulatory Consents and other material Consents advisable to consummate the Transactions, and each party will keep the other party apprised of the status of material matters relating to completion of the Transactions, and will use reasonable best efforts to include representatives of the other party in any meetings or discussions with Governmental Authorities as well as provide copies of all materials to be submitted to a Governmental Authority to the other party in advance in order to allow such other party to review and comment on such materials. All documents that the parties or their respective Subsidiaries are responsible for filing with any Governmental Authority in connection with the Transactions (including to obtain any Regulatory Consent) will comply as to fo...
Efforts; Consents. From the date hereof to the Effective Date, as promptly as practicable, Parent and Merger Sub will: (i) use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated hereby on or before the Effective Date, including, without limitation, satisfaction, but not waiver of the conditions precedent set forth in Article VII; (ii) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by Parent or Merger Sub pursuant to applicable Law in connection with this Agreement, the Merger and the consummation of the other transactions contemplated hereby, such as the filing of a listing application or other notification required by NASDAQ covering the Merger Shares; and (iii) coordinate and cooperate with the Company and the Holder in exchanging such information and supplying such reasonable assistance as may be reasonably requested by the Company and the Holder in connection with any filings and other actions contemplated by Section 6.1(e).
Efforts; Consents. Subject to the terms and conditions herein provided and, in the case of Angeles Group, fiduciary duties under applicable law, each of the parties hereto agrees to use its 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 to consummate and make effective as promptly as practicable the transactions contemplated by this Merger Agreement and the Merger and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, each of Angeles Group and Veramark shall make or cause to be made all required filings with or applications to Governmental Entities (including under the Exchange Act), and use its best efforts to (i) obtain all necessary waivers of any Violations and other Consents of all Governmental Entities and other third parties, necessary for the parties to consummate the transactions contemplated hereby, (ii) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (iii) fulfill all conditions to this Merger Agreement.
Efforts; Consents. The Purchaser and each Seller agree to use all reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to consummate the transactions contemplated in this Agreement. Without limiting the generality of the foregoing, each of the parties hereto shall use all reasonable efforts to obtain the authorizations, consents, orders and approvals of federal, state, and local regulatory bodies and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby and will cooperate fully in promptly seeking to obtain such authorizations, consents, order and approvals as may be necessary for the performance of their respective obligations pursuant to this Agreement. The Purchaser will not take any action which will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals and will use its best efforts to secure such approvals as promptly as possible.
Efforts; Consents. The Parent, the Merger Sub, the Company and each Seller agree to use all reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to consummate the transactions contemplated in this Agreement. The Parent, the Merger Sub, each Seller and the Company also agree to make a good faith effort to consummate and close the transactions contemplated in this Agreement by June 1, 1998. Without limiting the generality of the foregoing, each of the parties hereto shall use all reasonable efforts to obtain the authorizations, consents, orders and approvals of federal, state, and local regulatory bodies and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby and will cooperate fully in promptly seeking to obtain such authorizations, consents, order and approvals as may be necessary for the performance of their respective obligations pursuant to this Agreement. Each of the Parent and the Merger Sub will not take any action which will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals and will use its best efforts to secure such approvals as promptly as possible.
