Common use of Legal Conditions to the Merger Clause in Contracts

Legal Conditions to the Merger. Each of Upgrade, Sub and Company will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on any of them with respect to the Merger and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon the other. Each of Upgrade, Sub and Company will take, and will cause the Company Subsidiaries and the Upgrade Subsidiaries to take, all reasonable actions to obtain (and to cooperate with the other parties in obtaining) any consent, approval, order or authorization of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by Company or Upgrade or the Company Subsidiaries or the Upgrade Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. The foregoing shall not require any party to agree to the imposition of, or to comply with, any condition, obligation or restriction on Upgrade or any of the Upgrade Subsidiaries or on the Surviving Corporation described in Section 7.1.6 hereof.