Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, the Company shall, and shall cause each Acquired Company and each of their Related Persons to, make all filings and notifications required by Legal Requirements to be made by them in connection with the Contemplated Transactions (including all filings under the HSR Act). The Company shall, and shall cause each Acquired Company and each of their Related Persons to, reasonably cooperate with Merger Corp, its Related Persons, and their respective Representatives (a) with respect to all filings and notifications that Merger Corp or its Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions, (b) in identifying and obtaining the Governmental Authorizations required by Merger Corp to own and operate each Acquired Company from and after the Closing Date, and (c) taking all actions requested by Merger Corp to cause early termination of any applicable waiting period under the HSR Act.
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Samples: Agreement and Plan of Merger (National Investment Managers Inc.)
Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, the Company Buyer shall, and shall cause each Acquired Company and each of their its Related Persons to, make all filings and notifications required by Legal Requirements to be made by them it in connection with the Contemplated Transactions (including all filings under the HSR Act). The Company Buyer shall, and shall cause each Acquired Company and each of their its Related Persons to, reasonably cooperate with Merger Corpwith, its and timely respond to requests from, Seller Parent, Seller, each Acquired Company, their Related Persons, Persons and their respective Representatives Representatives, (a) with respect to all filings and notifications that Merger Corp Seller Parent, Seller, any Acquired Company, or its their Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions, ; and (b) in identifying and obtaining all Material Consents; provided, however, that Buyer shall not be required to dispose of or make any change to its business or incur any other material post-Closing obligation in order to comply with this Section 6.1. Xxxxx agrees not to contact any employee of the Governmental Authorizations required by Merger Corp to own and operate each Acquired Company Companies, except after having first obtained written consent from and after Seller Parent or Seller (which may be in the Closing Date, and (c) taking all actions requested by Merger Corp to cause early termination form of any applicable waiting period under the HSR Actemail).
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Samples: Membership Interests Purchase Agreement (Addus HomeCare Corp)
Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, the Company each Seller shall, and shall cause each Acquired Company and each of their Related Persons Affiliates to, make all filings and notifications required by Legal Requirements to be made by them in connection with the Contemplated Transactions (including all filings under the HSR Act). The Company Each Seller shall, and shall cause each Acquired Company and each of their Related Persons Affiliates to, reasonably cooperate with Merger CorpBuyer, its Related PersonsAffiliates, and their respective Representatives (a) with respect to all filings and notifications that Merger Corp Buyer or its Related Persons Affiliates elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions, (b) in identifying and obtaining the Governmental Authorizations required by Merger Corp Buyer to own and operate each Acquired Company from and after the Closing Date, and (c) in obtaining all Consents identified in Exhibit 9.4 (including taking all actions reasonably requested by Merger Corp Buyer to cause early termination of any applicable waiting period under the HSR Act), provided, however, that Sellers shall not be required to dispose of or make any change to the Acquired Companies’ business, expend any material funds, or incur any other material obligation in order to comply with this Section 5.3.
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Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, the Company Merger Corp shall, and shall cause each Acquired Company and each of their its Related Persons to, make all filings and notifications required by Legal Requirements to be made by them in connection with the Contemplated Transactions (including all filings under the HSR Act). The Company Merger Corp shall, and shall cause each Acquired Company and each of their its Related Persons to, reasonably cooperate with Merger Corpthe Acquired Companies, its their Related Persons, and their respective Representatives (a) with respect to all filings and notifications that Merger Corp the Acquired Companies or its their Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions, (b) in identifying and obtaining the Governmental Authorizations required by Merger Corp to own and operate each Acquired Company from and after the Closing Date, and (c) taking take all actions requested by Merger Corp to cause early termination of any applicable waiting period under the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Investment Managers Inc.)
Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, the Company Sellers shall, and shall cause each Acquired Company and each of their Related Persons to, make all filings and notifications required by Legal Requirements to be made by them in connection with the Contemplated Transactions (including all filings under the HSR Act). The Company Sellers shall, and shall cause each Acquired Company and each of their Related Persons to, reasonably cooperate with Merger CorpBuyer, its Related Persons, and their respective Representatives (a) with respect to all filings and notifications that Merger Corp Buyer or its Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions, (b) in identifying and obtaining the Governmental Authorizations required by Merger Corp Buyer to own and operate each Acquired Company from and after the Closing Date, and (c) in obtaining all Material Consents (including taking all actions reasonably requested by Merger Corp Buyer to cause early termination of any applicable waiting period under the HSR Act); provided, however, that Sellers shall not be required to cause any Acquired Company to dispose of, or make any change to, its business, or incur any other material obligation in order to comply with this Section 6.3.
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Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, the Company Seller Parent and Seller shall, and shall cause each Acquired Company and each of their Related Persons to, (y) obtain all consents required by this Agreement and to make all filings and notifications required by Legal Requirements to be made by them in connection with the Contemplated Transactions (including all filings under the HSR Act); and (z) promptly notify Buyer in writing of any notice or other communication from any Governmental Body in connection with the transactions contemplated by this Agreement. The Company Seller Parent and Seller shall, and shall cause each Acquired Company and each of their Related Persons to, reasonably cooperate with Merger Corpwith, and timely respond to requests from, Buyer, its Related Persons, and their respective Representatives Representatives, (a) with respect to all filings and notifications that Merger Corp Buyer or its Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions, ; (b) in identifying and obtaining the Governmental Authorizations required by Merger Corp Buyer to own and operate each Acquired Company from and after the Closing Date, ; and (c) in obtaining all Consents identified in Section 9.4 of Seller’s Disclosure Statement (including taking all actions requested by Merger Corp Buyer to cause early termination of any applicable waiting period under the HSR Act). Seller Parent and Seller shall and shall cause each Acquired Company to use commercially reasonable efforts to do all things necessary to cause the conditions set forth in Article 8 to be satisfied.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Addus HomeCare Corp)