Filings; Other Action. Subject to the terms and conditions herein provided, the Company and the Purchaser shall: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp)
Filings; Other Action. Subject to the terms and conditions herein provided, the Stockholders, the Company and the Purchaser shallIndustrialex shall and shall cause any appropriate other party to: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings what filings, if any, are required to be made prior to the Effective Time Closing Date with, and which consents, approvals, permits permits, or authorizations are required to be obtained prior to the Effective Time fromClosing Date from governmental or regulatory authorities of the United States, Governmental Entities the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits permits, or authorizations; authorizations and (cb) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper proper, or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Industrialex Manufacturing Corp), Stock Purchase Agreement (Industrialex Manufacturing Corp)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company Buyer, Calais and the Purchaser shallSeller shall and shall cause their respective Affiliates to: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time Closing with, and which consentsConsents, approvals, permits permits, or authorizations are required to be obtained prior to the Effective Time Closing from, any Governmental Entities Entity, in connection with the execution and delivery of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and (ii) timely making all such filings and timely seeking all such consentsConsents, approvals, permits permits, or authorizations; and (cb) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper proper, or appropriate to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements.
Appears in 2 contracts
Samples: Purchase Agreement (Calais Resources Inc), Purchase Agreement (Apollo Gold Corp)
Filings; Other Action. Subject to the terms and conditions herein provided, following the Company Closing, both Seller and the Purchaser shall: Motient shall (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which whether any filings are required to be made prior to the Effective Time with, and which or consents, approvalspermits, permits authorizations or authorizations approvals are required to be obtained prior to the Effective Time from, Governmental Entities any third party, the United States government or any agencies, departments or instrumentalities thereof or other governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvalspermits, permits authorizations or authorizations; approvals and (cb) use all reasonable efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Stock Repurchase Agreement (Motient Corp), Stock Repurchase Agreement (Motient Corp)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company ZT and the Purchaser IR shall: (a) promptly make their respectively respective filings and thereafter make any other required submissions under applicable state insurance lawsthe HSR Act with respect to the Merger; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, any Governmental Entities Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (International Rectifier Corp /De/)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company and the Purchaser shallIndustrialex shall and shall cause any appropriate other party to: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings what filings, if any, are required to be made prior to the Effective Time Closing Date with, and which consents, approvals, permits permits, or authorizations are required to be obtained prior to the Effective Time fromClosing Date from governmental or regulatory authorities of the United States, Governmental Entities the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits permits, or authorizations; authorizations and (cb) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper proper, or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Industrialex Manufacturing Corp)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company Company, Purchaser, and the Purchaser Merger Sub shall: (a) promptly make use their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits permits, authorizations or authorizations waivers are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizationspermits, authorizations and waivers; and (cb) use all reasonable their best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall take all such necessary action.
Appears in 1 contract
Filings; Other Action. Subject to the terms and conditions herein provided, the Company ompany, its subsidiary, the Parent and the Purchaser shallMerger Sub shall cause any appropriate other party to: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits permits, or authorizations are required to be obtained prior to the Effective Time fromfrom governmental or regulatory authorities of the United States, Governmental Entities the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits permits, or authorizations; and (cb) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper proper, or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 1 contract
Filings; Other Action. Subject to the terms and conditions herein provided, the Company HTI and the Purchaser shallAcquirer shall cause any appropriate other party to: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time Closing with, and which consents, approvals, permits permits, or authorizations are required to be obtained prior to the Effective Time fromClosing from governmental or regulatory authorities of the United States, Governmental Entities the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits permits, or authorizations; and (cb) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper proper, or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Transfer Agreement (HeartSTAT Technology, Inc.)
Filings; Other Action. Subject to the terms and conditions herein provided, following the Company Closing, both Columbia and the Purchaser shall: Motient shall (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (bi) use all reasonable efforts to cooperate with one another in (iA) determining which whether any filings are required to be made prior to the Effective Time with, and which or consents, approvalspermits, permits authorizations or authorizations approvals are required to be obtained prior to the Effective Time from, Governmental Entities any third party, the United States government or any agencies, departments or instrumentalities thereof or other governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby and (iiB) timely making all such filings and timely seeking all such consents, approvalspermits, permits authorizations or authorizations; approvals and (ciii) use all reasonable efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Filings; Other Action. Subject to the terms and conditions herein provided, the Company and the Purchaser shallParent shall and shall cause any appropriate other party to: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits permits, or authorizations are required to be obtained prior to the Effective Time fromfrom governmental or regulatory authorities of the United States, Governmental Entities the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits permits, or authorizations; and (cb) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper proper, or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 1 contract
Filings; Other Action. Subject to the terms and conditions herein provided, the Company and the Purchaser Parent shall: (a) promptly make their respectively respective filings and thereafter make any other required submissions under applicable state insurance lawsthe HSR Act; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, all Governmental Entities or Regulatory Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; and (c) use all their commercially reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the Company shall take all such necessary action.
Appears in 1 contract
Samples: Merger Agreement (Mc Merger Corp)
Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company and the Purchaser shall: (a) promptly make their respectively filings and thereafter make any other required submissions under applicable state insurance laws; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement.
Appears in 1 contract