Common use of Further Action; Consents; Filings Clause in Contracts

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to (a) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreement, (b) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger and the other transactions contemplated by this Merger Agreement that are required under the Exchange Act, the Securities Act and any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall Seller and Buyer will use its their respective reasonable best efforts to to: (ai) take, or cause to be taken, all appropriate action actions necessary and do, or cause to be done, all things necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing and consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreement, (bii) obtain from the requisite Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger transactions contemplated by this Agreement, and (ciii) make all necessary filings, and thereafter make any other required advisable submissions, with respect to this Merger Agreement, the Offer Agreement and the Merger and the other transactions contemplated by this Merger Agreement that are required under the Exchange Act, the Securities Act and any other applicable LawGovernmental Rules. The parties hereto shall will cooperate with each other in connection with the making of all such filings, including by providing copies of all such non-confidential documents to the non-filing other party hereto and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreement, (bii) obtain from Governmental Entities any governmental entity or any other person any all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company Sellers or any of their subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and transactions contemplated by this Agreement, including those required under the Merger Brazilian law, and (ciii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Merger Agreement, the Offer and the Merger and the other transactions contemplated by this Merger Agreement that are required under the Exchange Act, the Securities Act and any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing in good faith copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) In connection with the foregoing, each party will (i) promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and provide the other party with a copy of any such written communication (or summary of any oral communication), and (ii) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate. Each of Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Entity in connection with the requisite approvals. In exercising the foregoing right, each of the parties will act reasonably and as soon as possible. Each party agrees that it will consult with the other party with respect to obtaining all requisite approvals and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (c) Notwithstanding anything to the contrary in this Agreement, if any proceeding is instituted (or threatened to be instigated) challenging any transaction contemplated by this Agreement, it is expressly understood and agreed that no party to this Agreement: (i) shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; (ii) shall be under any obligation to make proposals, execute or carry out agreements or submit orders providing for (1) the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of such party or any of its affiliates or Subsidiaries, (2) the imposition of any limitation or regulation on the ability of such party or any of its affiliates or Subsidiaries to freely conduct their business or own such assets or (3) any limitation on the ability of Purchaser or any of its affiliates or Subsidiaries to exercise full rights of ownership of such shares; (iii) or shall be required to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect. Nothing in this Section 7.3 shall limit a party’s right to terminate this Agreement pursuant to Section IX below if such party has, until such date, complied in all material respects with its obligations under this Section 7.3.

Further Action; Consents; Filings. Upon On the terms and subject to the conditions hereof, each of the parties hereto shall will use its reasonable best efforts to (a) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper advisable or advisable appropriate under applicable Law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger AgreementAgreement as soon as practicable, (b) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Parent or the Company or any of their subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger Merger, and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger and the other transactions contemplated by this Merger Agreement that are required under the Exchange ActAct and any other applicable federal or state securities Laws, the Securities Act and any other applicable Law. The parties hereto shall will cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Subject to the terms and conditions hereof, each party hereto, at the reasonable request of another party hereto, will execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

Further Action; Consents; Filings. Upon Subject to the terms and subject to the conditions hereof, Parent, Merger Sub and the Company, shall, and the Company shall cause its Subsidiaries to, each of the parties hereto shall use its their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreementhereby as promptly as reasonably practicable, (bii) obtain from any Governmental Entities Entity or any other person third party any consents, licenses, permits, waivers, approvals, authorizations authorizations, or orders and send any notices, in each case, which are required to be obtained obtained, made or made sent by Purchaser or the Company Company, Parent, Merger Sub or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer Merger and the Merger and transactions contemplated hereby, (ciii) as promptly as practicable, make all necessary filingsfilings and notifications, and thereafter make any other required submissions, submissions and applications with respect to this Merger Agreement, the Offer Agreement and the Merger required under any applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the other transactions contemplated by by, and to fully carry out the purposes of, this Merger Agreement that are required under the Exchange Act, the Securities Act and any other applicable LawAgreement. The parties hereto Company and Parent shall cooperate with each other in connection with the making of all such filings, including by providing copies of submissions, applications and requests. The Company and Parent shall each use their reasonable best efforts to furnish to each other (or an outside counsel basis if appropriate) all such documents information required for any filing, submission, application or request to be made pursuant to the non-filing party rules and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested regulations of any applicable Law in connection therewithwith the transactions contemplated by this Agreement.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger AgreementAgreement (including, but without limitation, those as may be required by (A) the regulations promulgated under the Securities Act, as amended, or the Exchange Act, as amended, (bB) under the rules of the National Association of Securities Dealers, Inc., or (C) by the securities or blue sky laws of the various states), (ii) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer Merger and the Merger other transactions contemplated by this Agreement and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger and the other transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws and (B) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable best efforts to (ai) take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreementhereby, (bii) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger transactions contemplated hereby and (ciii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Merger Agreement, the Offer Agreement and the Merger and the other transactions contemplated by this Merger Agreement that are hereby required under the Exchange Act, the Securities Act and any other applicable LawLaws. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings. (b) Each of the Company and the Parent will give any notices to third Persons, including and use commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable (as determined in good faith by providing copies of all the Parent with respect to such documents notices or consents to be delivered or obtained by the non-filing party and its advisors prior Company) to filing and, if requested, consummate the transactions contemplated by accepting all reasonable additions, deletions or changes suggested in connection therewiththis Agreement.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best commercial efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreement, (bii) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Getty or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger transactions contemplated hereby and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer Agreement and the Merger and the other transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws and (B) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto Parties shall use its commercially reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreement, (bii) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or Xxxxxxxx and the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger and transactions contemplated by this Agreement, (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer Agreement and the Merger and the other transactions contemplated by this Merger Agreement that are required under applicable Law and (iv) in the Exchange Actcase of Xxxxxxxx, obtain all third party consents, if any, set forth in Sections 3.03 or 4.04 herein or in the Securities Act Disclosure Schedule and any all other applicable Lawthird party consents necessary to operate the Company’s business as such business is conducted as of the date of this Agreement. The parties hereto Parties shall cooperate with each other one another in connection with the making of all such filings, including by providing copies of all such documents to the non-filing party Party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer and the Merger Reorganization and the other transactions contemplated by this Merger Agreement, (bii) obtain from any Governmental Entities Entity or any other person any Person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser any of the Quest Entities or the Company Sole Stockholder or any of their subsidiaries Affiliates in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer Reorganization and the Merger other transactions contemplated by this Agreement and (ciii) make all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Merger Agreement, the Offer and the Merger Reorganization and the other transactions contemplated by this Merger Agreement that are required under the Exchange Act, the Securities Act and any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreement, (bii) obtain from Governmental Entities or any other person Persons any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer Merger and the Merger other transactions contemplated by this Agreement and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger and the other transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable Lawfederal or state securities laws and (B) any other applicable law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the Offer and the Merger Exchange and the other transactions contemplated by this Merger Agreement, (bii) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser EGDI or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer Exchange and the Merger other transactions contemplated by this Agreement and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger Exchange and the other transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws and (B) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall Seller and Buyer will use its their respective reasonable best efforts to to: (ai) take, or cause to be taken, all appropriate action actions necessary and do, or cause to be done, all things necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to ClosingXI and consummate and make effective the Offer and the Merger and the other transactions contemplated by this Merger Agreement, (bii) obtain from the requisite Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer and the Merger transactions contemplated by this Agreement, and (ciii) make all necessary filings, and thereafter make any other required advisable submissions, with respect to this Merger Agreement, the Offer Agreement and the Merger and the other transactions contemplated by this Merger Agreement that are required under the Exchange Act, the Securities Act and any other applicable LawGovernmental Rules. The parties hereto shall will cooperate with each other in connection with the making of all such filings, including by providing copies of all such non-confidential documents to the non-filing other party hereto and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement.

Further Action; Consents; Filings. Upon the terms and --------------------------------- subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the Offer and the Merger Exchange and the other transactions contemplated by this Merger Agreement, (bii) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser Pathogenics or the Company Tyrol Therapeutics or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer Exchange and the Merger other transactions contemplated by this Agreement and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger Exchange and the other transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws and (B) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the Offer and the Merger Exchange and the other transactions contemplated by this Merger Agreement, (bii) obtain from Governmental Entities or any other person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser JVKG or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Merger Agreement and the consummation of the Offer Exchange and the Merger other transactions contemplated by this Agreement and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Merger Agreement, the Offer and the Merger Exchange and the other transactions contemplated by this Merger Agreement that are required under (A) the Exchange Act, Act and the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws and (B) any other applicable Law. The parties hereto shall cooperate with each other in connection with the making of all such filings, including by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith.