Common use of Legal Conditions to the Merger Clause in Contracts

Legal Conditions to the Merger. (a) Compass shall take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on Compass with respect to the Merger and will promptly cooperate with and furnish information to Avant! in connection with any such requirements imposed upon Avant! or Sub in connection with the Merger. Compass shall take all reasonable actions to obtain (and to cooperate with Avant! and Sub in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Compass (or by Avant! or Sub) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Compass deems advisable in good faith required by any Governmental Entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass in connection with any such requirement imposed upon Compass or any subsidiary of Compass in connection with the Merger. Avant! and Sub shall take all reasonable actions to obtain (and to cooperate with Compass in obtaining) any consent, authorization order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! or Sub (or by Compass or any of its subsidiaries) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass Hotpaper shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on Compass Hotpaper with respect to the Merger and will promptly cooperate with and furnish information to Avant! GOAM in connection with any such requirements imposed upon Avant! GOAM or Sub in connection with the Merger. Compass Hotpaper shall take all reasonable actions to obtain (and to cooperate with Avant! and Sub GOAM in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity governmental entity, required to be obtained or made by Compass Hotpaper (or by Avant! GOAM or Sub) in connection with the Merger or the taking of any action contemplated thereby or thereby, by this Agreement, Agreement and to defend such all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass deems advisable in good faithor thereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass deems advisable in good faithhereby, and to effect all necessary registrations and filings and submissions of information as Compass deems advisable in good faith required requested by any Governmental Entitygovernmental entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! GOAM and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass Hotpaper in connection with any such requirement requirements imposed upon Compass or any subsidiary of Compass Hotpaper in connection with the Merger. Avant! GOAM and Sub shall take all reasonable actions to obtain (and to cooperate with Compass Hotpaper in obtaining) any consent, authorization authorization, order or approval of, or exemption by, any Governmental Entity governmental entity required to be obtained or made by Avant! GOAM or Sub (or by Compass or any of its subsidiariesHotpaper) in connection with the Merger or the taking of any action contemplated thereby or thereby, by this Agreement, and to defend such all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem advisable in good faithor thereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem advisable in good faithhereby, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem advisable in good faith, required requested by any Governmental Entitygovernmental entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass OutBack shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on Compass OutBack with respect to the Merger and will promptly cooperate with and furnish information to Avant! GoAmerica in connection with any such requirements imposed upon Avant! GoAmerica or Sub in connection with the Merger. Compass OutBack shall take all reasonable actions to obtain (and to cooperate with Avant! and Sub GoAmerica in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity governmental entity, required to be obtained or made by Compass OutBack (or by Avant! GoAmerica or Sub) in connection with the Merger or the taking of any action contemplated thereby or thereby, by this Agreement, Agreement and to defend such all lawsuits or other legal proceedings challenging this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby as Compass deems advisable in good faithor thereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass deems advisable in good faithhereby, and to effect all necessary registrations and filings and submissions of information as Compass deems advisable in good faith required requested by any Governmental Entitygovernmental entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! GoAmerica and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass OutBack in connection with any such requirement requirements imposed upon Compass or any subsidiary of Compass OutBack in connection with the Merger. Avant! GoAmerica and Sub shall take all reasonable actions to obtain (and to cooperate with Compass OutBack in obtaining) any consent, authorization authorization, order or approval of, or exemption by, any Governmental Entity governmental entity required to be obtained or made by Avant! GoAmerica or Sub (or by Compass or any of its subsidiariesOutBack) in connection with the Merger or the taking of any action contemplated thereby or thereby, by this Agreement or the Merger Agreement, and to defend such all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem advisable in good faithor thereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem advisable in good faithhereby, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem advisable in good faith, required requested by any Governmental Entitygovernmental entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass CRC shall take take, and shall cause to be taken, all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on Compass CRC with respect to the Merger and will promptly cooperate with and furnish information to Avant! P-Com in connection with any such requirements imposed upon Avant! P- Com or Sub in connection with the Merger. Compass CRC shall take take, and shall cause to take, all reasonable actions to obtain (and to cooperate co operate with Avant! P-Com and Sub in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Compass CRC (or by Avant! P-Com or Sub) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass CRC deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass CRC deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Compass CRC deems advisable in good faith required by any Governmental Entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! P-Com and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass CRC in connection with any such requirement imposed upon Compass CRC or any subsidiary of Compass CRC in connection with the Merger. Avant! P-Com and Sub shall take all reasonable actions to obtain (and to cooperate with Compass CRC in obtaining) any consent, authorization authorization, order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! P-Com or Sub (or by Compass CRC or any of its subsidiaries) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! P-Com and Sub deem advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! P-Com and Sub deem advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! P-Com and Sub deem advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass MSM shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on Compass MSM with respect to the Merger and will promptly cooperate with and furnish information to Avant! Telegen in connection with any such requirements imposed upon Avant! Telegen, Sub or Sub any other subsidiary of Telegen in connection with the Merger. Compass MSM shall take all reasonable actions to obtain (and to cooperate with Avant! Telegen and Sub its Subsidiaries in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Compass MSM (or by Avant! Telegen or Subits Subsidiaries) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass MSM deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass MSM deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Compass MSM deems advisable in good faith required by any Governmental Entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! Telegen and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass MSM in connection with any such requirement imposed upon Compass or any subsidiary of Compass MSM in connection with the their Merger. Avant! Telegen and Sub shall take all reasonable actions to obtain (and to cooperate with Compass MSM in obtaining) any consent, authorization authorization, order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! or Sub (or by Compass Telegen or any of its subsidiariesSubsidiaries (or by MSM) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! Telegen and Sub deem advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! Telegen and Sub deem advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! Telegen and Sub deem advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass DSW shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on Compass DSW with respect to the Merger and will promptly cooperate with and furnish information to Avant! FAA in connection with any such requirements imposed upon Avant! FAA, Merger Sub or Sub any other Subsidiary in connection with the Merger. Compass DSW shall take all reasonable actions to obtain (and to cooperate with Avant! FAA and its Subsidiaries in obtaining) a consent, authorization, order or approval of, or any exception by, any governmental entity, required to be obtained or made by DSW (or by FAA or its Subsidiaries) in connection with the Merger or the taking of any action contemplated thereby, by this Agreement or by the Agreement of Merger, and to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability or the parties to consummate the transactions contemplated hereby and by the Agreement of Merger, and to effect all necessary registrations and filings and submissions or information required by any governmental entity, and to fulfill all conditions to this Agreement. (b) Each of FAA and Merger Sub shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to DSW in connection with any such requirement imposed upon DSW in connection with the Merger. FAA and Merger Sub shall take all reasonable actions to obtain (and to cooperate with DSW in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Compass FAA or any of its Subsidiaries (or by Avant! or SubDSW) in connection with the Merger or the taking of any action contemplated thereby by this Agreement or by this Agreementthe Agreement of Merger, and to defend such all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass deems advisable in good faithand by the Agreement of Merger, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions transaction contemplated hereby as Compass deems advisable in good faithhereby, and to effect all necessary registrations and filings and submissions of information as Compass deems advisable in good faith required requested by any Governmental Entitygovernmental entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass in connection with any such requirement imposed upon Compass or any subsidiary of Compass in connection with the Merger. Avant! and Sub shall take all reasonable actions to obtain (and to cooperate with Compass in obtaining) any consent, authorization order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! or Sub (or by Compass or any of its subsidiaries) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass FrontLine shall take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on Compass FrontLine with respect to the Merger and will promptly cooperate with and furnish information to Avant! in connection with any such requirements imposed upon Avant! or Sub in connection with the Merger. Compass FrontLine shall take all reasonable actions to obtain (and to cooperate with Avant! and Sub in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Compass FrontLine (or by Avant! or Sub) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass FrontLine deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass FrontLine deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Compass FrontLine deems advisable in good faith required by any Governmental Entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass FrontLine in connection with any such requirement imposed upon Compass FrontLine or any subsidiary of Compass FrontLine in connection with the Merger. Avant! and Sub shall take all reasonable actions to obtain (and to cooperate with Compass FrontLine in obtaining) any consent, authorization order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! or Sub (or by Compass FrontLine or any of its subsidiaries) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass The Company shall take take, and shall cause its stockholders to take, all reasonable actions necessary to comply promptly with all reasonable legal requirements that which may be imposed on Compass the Company with respect to the Merger and to fulfill and discharge the conditions to Closing set forth in Article V hereof, and will promptly cooperate with and furnish information to Avant! Quantum in connection with any such requirements imposed upon Avant! Quantum or Sub QSL in connection with the Merger. Compass The Company shall take take, and shall cause its stockholders to take, all reasonable actions to obtain (and to cooperate with Avant! Quantum and Sub QSL in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Compass the Company (or by Avant! Quantum or SubQSL) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass the Company deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass the Company deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Compass the Company deems advisable in good faith required by any Governmental Entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! Quantum and Sub QSL shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass the Company in connection with any such requirement imposed upon Compass or any subsidiary of Compass the Company in connection with the Merger. Avant! Quantum and Sub QSL shall take take, and shall cause to take, all reasonable actions to obtain (and to cooperate with Compass the Company in obtaining) any consent, authorization authorization, order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! Quantum or Sub QSL (or by Compass or any of its subsidiariesthe Company) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem Quantum deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem Quantum deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem Quantum deems advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass The Company shall take take, and shall cause its subsidiaries to take, all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on Compass the Company with respect to the Merger and will promptly cooperate with and furnish information to Avant! Parent in connection with any such requirements imposed upon Avant! Parent or Merger Sub in connection with the Merger. Compass The Company shall take take, and shall cause its subsidiaries to take, all reasonable actions to obtain (and to cooperate with Avant! Parent and Merger Sub in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Compass the Company (or by Avant! Parent or Merger Sub) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass the Company deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass the Company deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Compass the Company deems advisable in good faith required by any Governmental Entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! Parent and Merger Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass the Company in connection with any such requirement imposed upon Compass the Company or any subsidiary of Compass the Company in connection with the Merger. Avant! Parent and Merger Sub shall take take, and shall cause to take, all reasonable actions to obtain (and to cooperate with Compass the Company in obtaining) any consent, authorization authorization, order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! Parent or Merger Sub (or by Compass the Company or any of its subsidiaries) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, and to defend such lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem Parent deems advisable in good faith, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem Parent deems advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem Parent deems advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.

Legal Conditions to the Merger. (a) Compass FCP shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on Compass FCP with respect to the Merger and will promptly cooperate with and furnish information to Avant! Entex in connection with any such requirements imposed upon Avant! Entex or Sub in connection with the Merger. Compass FCP shall take all reasonable actions to obtain (and to cooperate with Avant! Entex and Sub in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity Entity, required to be obtained or made by Compass FCP (or by Avant! Entex or Sub) in connection with the Merger or the taking of any action contemplated thereby thereby, by this Agreement or by this the Merger Agreement, and to defend such all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Compass deems advisable in good faithhereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Compass deems advisable in good faithhereby, and to effect all necessary registrations and filings and submissions of information as Compass deems advisable in good faith required requested by any Governmental Entity, and to fulfill all conditions to this Agreement. (b) Each of Avant! Entex and Sub shall take all reasonable actions necessary to comply promptly with all legal requirements that which may be imposed on them with respect to the Merger and will promptly cooperate with and furnish information to Compass FCP in connection with any such requirement requirements imposed upon Compass or any subsidiary of Compass FCP in connection with the Merger. Avant! Entex and Sub shall take all reasonable actions to obtain (and to cooperate with Compass FCP in obtaining) any consent, authorization authorization, order or approval of, or exemption by, any Governmental Entity required to be obtained or made by Avant! Entex or Sub (or by Compass or any of its subsidiariesFCP) in connection with the Merger or the taking of any action contemplated thereby thereby, by this Agreement or by this the Merger Agreement, and to defend such all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby as Avant! and Sub deem advisable in good faithhereby, to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby as Avant! and Sub deem advisable in good faith, and to effect all necessary registrations and filings and submissions of information as Avant! and Sub deem advisable in good faith, required by any Governmental Entity, and to fulfill all conditions to this Agreement.the