Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof (including, without limitation, Section 5.04) each of the parties hereto shall use its reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger, including, without limitation, using its reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company as are necessary for the consummation of the Merger and to fulfill the conditions to the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable efforts to take all such action.
Appears in 1 contract
Samples: Merger Agreement (Nematron Corp)
Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof (includingof this Agreement, without limitation, Section 5.04) each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger, including, without limitation, using its commercially reasonable efforts to obtain all licensespermits, permits consents (includingincluding in the case of the Company, without limitation, environmental permitsthe Payoff Letters), consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Entities and parties to contracts with the Company as are necessary for the consummation of the Merger and to fulfill the conditions to the Merger. In case case, at any time after the Effective Time Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such action.
Appears in 1 contract
Samples: Merger Agreement (Proofpoint Inc)
Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof (includingof this Agreement, without limitation, Section 5.04) each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger, including, without limitation, using its commercially reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Entities and parties to contracts with the Company as are necessary for the consummation of the Merger and to fulfill the conditions to the Merger. In case case, at any time after the Effective Time Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such action.
Appears in 1 contract
Samples: Merger Agreement (Proofpoint Inc)
Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof (includingof this Agreement, without limitation, Section 5.04) each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger, including, without limitation, using its commercially reasonable efforts to obtain all licensespermits, permits consents (includingincluding in the case of the Company, without limitation, environmental permitsthe Pay-off Letters), consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Entities and parties to contracts with the Company as are necessary for the consummation of the Merger and to fulfill the conditions to the Merger. In case case, at any time after the Effective Time Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such action.
Appears in 1 contract
Samples: Merger Agreement (Proofpoint Inc)