Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. (a) The Shareholders and AQUM shall cooperate with each other and use their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, AQUM and Shareholders shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to AQUM or the Company, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Shareholders and AQUM shall act reasonably and as promptly as practicable. (b) The Shareholders and AQUM each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby for the Second Closing, including promptly furnishing the other with copies of notice or other communications received by AQUM, the Company or the Shareholders, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. AQUM shall give prompt notice to the other of any change that is reasonably likely to result in a AQUM Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Urban Ag. Corp)

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Filings; Other Actions; Notification. (a) The Shareholders Seller and AQUM Purchaser shall cooperate with each other and use their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, AQUM Purchaser and Shareholders Seller shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to AQUM Purchaser or the CompanyMSAI, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Shareholders Seller and AQUM Purchaser shall act reasonably and as promptly as practicable. (b) The Shareholders Seller and AQUM Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby for the Second Closinghereby, including promptly furnishing the other with copies of notice or other communications received by AQUMPurchaser, the Company MSAI or the ShareholdersSeller, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. AQUM Purchaser shall give prompt notice to the other of any change that is reasonably likely to result in a AQUM Purchaser Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

Filings; Other Actions; Notification. (a) The Shareholders Seller and AQUM Purchaser shall cooperate with each other and use their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, AQUM Purchaser and Shareholders Seller shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to AQUM Purchaser or the CompanyCTSI, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Shareholders Seller and AQUM Purchaser shall act reasonably and as promptly as practicable. (b) The Shareholders Seller and AQUM Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby for the Second Closinghereby, including promptly furnishing the other with copies of notice or other communications received by AQUMPurchaser, the Company CTSI or the ShareholdersSeller, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. AQUM Purchaser shall give prompt notice to the other of any change that is reasonably likely to result in a AQUM Purchaser Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

Filings; Other Actions; Notification. (a) a The Shareholders Company and AQUM Buyer shall cooperate with each other and shall use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws Laws to as promptly as practicable consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations Permits necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by Transactions. Whenever this AgreementAgreement requires the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause each of its relevant Subsidiaries to take such action and a guarantee of the performance thereof. Subject to applicable laws Laws and the terms of any relevant agreements with third parties relating to the exchange of information, AQUM Buyer and Shareholders the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to AQUM Buyer or the Company, as the case may be, and any of their respective Subsidiaries, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with obtaining the transactions contemplated by this AgreementPermits required to consummate the Transactions and the Mergers. In exercising the foregoing right, each of the Shareholders Company and AQUM Buyer shall act reasonably and as promptly as practicable. (b) The Shareholders and AQUM each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby for the Second Closing, including promptly furnishing the other with copies of notice or other communications received by AQUM, the Company or the Shareholders, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. AQUM shall give prompt notice to the other of any change that is reasonably likely to result in a AQUM Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Armkel LLC)

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Filings; Other Actions; Notification. (a) The Shareholders Each of the Sellers and AQUM Buyer shall cooperate with each other and shall cause their respective Subsidiaries to use their respective reasonable best efforts to, and propose to the Sponsored Investment Companies that they take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement the Transaction Documents and applicable laws Applicable Law to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or and any Governmental Entity Authority in order to consummate the transactions contemplated by this AgreementTransactions. Subject to applicable laws Applicable Laws relating to the exchange of information, AQUM Buyer Parent, Buyer, Private Partnership, Public Partnership and Shareholders shall have the right to review in advanceGeneral Partner shall, and to the extent practicable each will practicable, consult the other on, on and obtain consent with respect to all the information relating to AQUM Buyer Parent, Buyer or the CompanySellers, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any Authority or third party and/or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions and the parties hereto shall cooperate in such efforts. In exercising the foregoing right, each of Buyer Parent, Buyer and the Shareholders and AQUM Sellers shall act reasonably and as promptly as reasonably practicable. (b) The Shareholders and AQUM each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby for the Second Closing, including promptly furnishing the other with copies of notice or other communications received by AQUM, the Company or the Shareholders, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. AQUM shall give prompt notice to the other of any change that is reasonably likely to result in a AQUM Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Nvest Lp)

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