Legal Conditions to Merger. Each of Parent, Sub and the Company shall use all reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Sub or the Company in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Saratoga Beverage Group Inc), Agreement and Plan of Merger (Fresh Juice Co Inc), Agreement and Plan of Merger (Saratoga Beverage Group Inc)
Legal Conditions to Merger. Each of Parent, Sub Parent and the Company shall use all their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Sub or the Company or Parent in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Unify Corp), Agreement and Plan of Merger (Warp Technology Holdings Inc)
Legal Conditions to Merger. Each of Parent, Sub S1 and the Company Edify shall use all their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Sub Edify or the Company S1 in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Security First Technologies Corp), Stockholder Agreement (Edify Corp)
Legal Conditions to Merger. Each of Parent, Merger Sub and the Company shall use all reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII ARTICLE IX hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consentConsent, authorization, order or approval of or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Merger Sub or the Company in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (Perficient Inc)
Legal Conditions to Merger. Each of Parent, Sub Xxxxxxx and the Company MECH shall use all their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Sub MECH or the Company Xxxxxxx in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mech Financial Inc), Agreement and Plan of Merger (Webster Financial Corp)
Legal Conditions to Merger. Each of ParentHolding, Sub and the Company shall use all reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by ParentHolding, Sub or the Company in connection with the Merger and the other transactions contemplated by this Agreement, including without limitation those approvals required pursuant to the HSR Act.
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Legal Conditions to Merger. Each of Parent, Merger Sub and the Company shall use all reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII ARTICLE VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consentConsent, authorization, order or approval of or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Merger Sub or the Company in connection with the Merger and the other transactions contemplated by this Agreement.
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Legal Conditions to Merger. Each of Parent, Sub Parent and the Company shall use all their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of of, or any exemption by, any Governmental Entity and any other third party party, or any waiver thereof, which is required to be obtained by Parent, Sub Company or the Company Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Codorus Valley Bancorp Inc)
Legal Conditions to Merger. Each of Parent, Sub and the Company parties hereto shall use all their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Sub S1 or the Company Q-Up in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Legal Conditions to Merger. Each of Parent, Sub and the Company shall use all reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article ARTICLE VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Sub or the Company in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Legal Conditions to Merger. Each of Parent, Merger Sub and the Company shall use all reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and, subject to the conditions set forth in Article ARTICLE VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Parent, Merger Sub or the Company in connection with the Merger and the other transactions contemplated by this Agreement.
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