Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 31 contracts
Samples: Agreement and Plan of Merger And, Agreement and Plan of Merger And (Cavium, Inc.), Agreement and Plan of Merger (Photon Dynamics Inc)
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (filings, if any) , and give all notices (notices, if any) , required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, Agreement and (b) shall use all commercially reasonable efforts to obtain all Consents (Consents, if any) , required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ask Jeeves Inc), Agreement and Plan of Merger and Reorganization (Internap Network Services Corp/Wa), Voting Agreement (Acuson Corp)
Filings and Consents. As promptly as practicable From and after the execution of this Agreementdate hereof and prior to the Closing, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Display Technologies Inc), Agreement and Plan of Merger and Reorganization (Papais Lou A), Agreement and Plan of Merger and Reorganization (La Man Corporation)
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b1,) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
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Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Acquisition and the other transactions contemplated by this Agreement, Agreement and (b) shall use all commercially reasonable his or its best efforts to obtain all Consents each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and Acquisition or any of the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent the Purchaser a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Combination and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Combination and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (St. Bernard Software, Inc.)
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Each of the Parent and the Company shall (upon request) promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by Parent or the Company Company, as applicable, during the Pre-Closing Period.
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Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Acquisition and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Acquisition and the other transactions contemplated by this Agreement. The Company GEOSURE shall (upon request) promptly deliver to Parent VISTA a copy of each such filing made, each such notice given and each such Consent obtained by the Company GEOSURE during the Pre-Closing Period.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Vista Information Solutions Inc)
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (filings, if any) , and give all notices (notices, if any) , required to be made and given by such party in connection with the Merger Mergers and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (Consents, if any) , required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Mergers and the other transactions contemplated by this Agreement. The Company Companies shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company Companies during the Pre-Closing Period.
Appears in 1 contract
Samples: Affiliate Agreement (Ebay Inc)
Filings and Consents. As promptly as practicable after the execution of this Agreement, (a) each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) the Company shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party the Company in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
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Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement the Sellers (a) shall make all filings (filings, if any) , and give all notices (notices, if any) , required to be made and given by such party in connection with the Merger Transactions and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (Consents, if any) , required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Transactions and the other transactions contemplated by this Agreement. The Company Sellers shall (upon request) promptly deliver to Parent Purchaser a copy of each such filing made, each such notice given and each such Consent obtained by the Company Sellers during the Pre-Closing Period.
Appears in 1 contract
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents identified on Schedule 5.1 (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Filings and Consents. As promptly as reasonably practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Placeware Inc)
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Transaction and the other transactions contemplated by this Agreement, Agreement and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Transaction and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Escrow Agreement (Graphon Corp/De)
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Imaginon Inc /De/)
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable best efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent TTIS a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Acquisition and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Acquisition and the other transactions contemplated by this Agreement. The Company Seller shall (upon request) promptly deliver to Parent Buyer a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodSeller.
Appears in 1 contract
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Each of the Parent and Company shall (upon request) promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company Parent or Company, as applicable, during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Broadsoft Inc)
Filings and Consents. As promptly as practicable after the execution -------------------- of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during prior to the Pre-Closing PeriodEffective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Usa Talks Com Inc)