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) Subject to the terms and conditions herein ------------------- provided, Duck Head 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 Delta Apparel in connection with the foregoing. Without limiting the generality of the foregoing, Duck Head 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.
(b) Duck Head shall promptly provide Delta Woodside and Delta Apparel copies of (i) all filings made by Duck Head with any Governmental Entity in connection with this Distribution Agreement and the transactions contemplated hereby, and (ii) any inquiry or request for information (including notice of any oral request for information), pleading, order or other document Duck Head receives from any Governmental Entity with respect to the matters referred to in this Section 10.4.
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.
(b) 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), Westfield LP shall use commercially reasonable efforts to raise $35.0 million in proceeds from one or more financings through its issuance of debt or, in Westfield LP’s sole and absolute discretion, equity, in order to enable Westfield LP to make the Closing Date Payment at the Closing. For avoidance of doubt, the Parties agree that the obligation of Westfield LP to use commercially reasonable efforts in the immediately preceding sentence shall not require Westfield LP to agree to issue debt other than on commercially reasonable terms.
(c) As soon as reasonably practicable af...
Efforts; Consents. The Purchaser, 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 and the other Transaction Documents, and agree to make a good faith effort to effect the Closing by the Closing Date contemplated in Section 1.4. 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 any Governmental Body or other Person, including without limitation, approval under the HSR Act, that may be or become necessary for the performance of its obligations pursuant to this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and will cooperate fully in promptly seeking to obtain such authorizations, consents, Orders and approvals as may be necessary for the performance of their respective obligations pursuant to this Agreement and the other Transaction Documents; provided further that, with respect to filings required under the HSR Act, the Purchaser, the Company and the Sellers agree to use reasonable efforts to submit such filings within five (5) Business Days of the date hereof but in no event shall such filings be submitted later than ten (10) Business Days from the date hereof. None of the parties hereto will take any action which will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals, including, without limitation, any approval under the HSR Act, and each party hereto will use its reasonable efforts to secure such approvals as promptly as possible. All fees and expenses related to obtaining such authorizations, consents, Orders and approvals shall be paid and apportioned in accordance with Section 5.2.
Efforts; Consents. (a) Subject to the terms and conditions herein ------------------ provided, Duck Head 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 Delta Apparel in connection with the foregoing. Without limiting the generality of the foregoing, Duck Head 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 44 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. (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 c-ind to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, each of BII, the BII Shareholders and Parent shall use its or his 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.
(b) Each of Parent and BII shall promptly provide the other with a copy of any inquiry or request for information (including notice of any oral request for information), pleading, order or other document either party receives from any Governmental Entity with respect to the matters referred to in this Section 6.2.
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.
(b) Each of Buyer and Seller shall promptly provide the other with a copy of any inquiry or request for information (including notice of any oral request for information), pleading, order or other document either party receives from any Governmental Entity with respect to the matters referred to in this Section 4.2.
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.
Efforts; Consents. 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 hereby and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, each of Dreamwind and Crown shall use commercially reasonable efforts to (a) obtain or cause to be obtained all Consents required to be obtained in connection with the transactions contemplated hereby, (b) make or cause to be made all required filings with applicable Governmental Entities, and (c) to fulfill all conditions hereto.
Efforts; Consents. (a) 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 prior to November 28, 2008. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to obtain all Consents of, make any filings with, or give any notices to, any Governmental Authority or any other Person that are or may become necessary for the performance of its respective obligations pursuant to this Agreement, the other Transactions Documents and the consummation of the Transactions, and shall cooperate fully in promptly seeking to obtain, make or give such Consents, filings and notices as may be necessary for the performance of its respective obligations pursuant to this Agreement, the other Transaction Documents and the Transactions.
(b) As soon as practicable after the date hereof, Company shall take such action as is reasonably necessary or advisable to obtain the Requisite Shareholder Approval, which actions shall include duly calling and giving notice of, within ten (10) business days after the date hereof, and convening and holding a meeting of its stockholders or, within such ten (10) business day period, seeking action by written consent to adopt and approve this Agreement in accordance with the provisions of the DGCL and the Company Governing Documents. During the term of this Agreement, the Company’s Board of Directors shall recommend approval and adoption of this Agreement by the holders of Company Capital Stock and shall take all lawful action to solicit and obtain the approval of the holders of Company Capital Stock.
