Listing; Other Action. (a) Issuer shall, at its expense, use its reasonable best efforts to cause the Option Shares to be approved for listing on the NNMS, subject to notice of issuance, as promptly as practicable following an Exercise Event, and shall provide prompt notice to the NNMS of the issuance of each Option Share, except to the extent the delivery of the Option Shares can be satisfied with previously listed but unissued shares of Issuer Common Stock.
(b) Issuer shall use its reasonable best 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 to consummate and make effective the transactions contemplated hereunder, including, without limitation, using its best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities. Without limiting the generality of the foregoing, Issuer shall, when required in order to effect the transactions contemplated hereunder, make all necessary filings, and thereafter make any other required or appropriate submissions, under the HSR Act and shall supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act.
(c) Issuer agrees (i) that it shall at all times maintain, free from preemptive rights, sufficient authorized but unissued shares of Issuer Common Stock (which may include previously listed shares) that are issuable pursuant to this Agreement so that the Stock Option may be exercised without additional authorization of Issuer Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Issuer Common Stock; (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants to be observed or performed hereunder by Issuer, and (iii) that it shall promptly take all action as may from time to time be required in order to permit Grantee to exercise the Stock Option and Issuer to duly and effectively issue shares of Issuer Common Stock pursuant hereto.
Listing; Other Action. (i) The Grantor shall, at its expense, use its best efforts to cause the Option Shares to be listed for quotation on the NMS, subject to notice of issuance, as promptly as practicable following the date of this Agreement, and will provide prompt notice to the NASD of the issuance of each Option Share.
(ii) The Grantor shall use its best 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 Law to consummate and make effective the transactions contemplated hereunder, including, without limitation, using all commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities. Without limiting the generality of the foregoing, the Grantor shall, when required in order to effect the transactions contemplated hereunder, make all necessary filings and any other required or appropriate submissions under the HSR Act as promptly as practicable.
(iii) The Grantor shall not take any action in order to intentionally cause the exercise of the Stock Option to violate, or to require the vote of the stockholders of the Grantor in order not to violate, any rules or regulations of the NASD.
Listing; Other Action. (a) Bergen shall, at its expense, use all reasonable efforts to cause the Option Shares to be approved for listing on the NYSE, subject to notice of issuance, as promptly as practicable following an Exercise Event, and shall provide prompt notice to the NYSE of the issuance of each Option Share, except to the extent the delivery of the Option Shares can be satisfied with shares of Bergen Common Stock held in treasury by Bergen.
(b) Bergen shall use all 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 to consummate and make effective the transactions contemplated hereunder, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities. Without limiting the generality of the foregoing, Bergen shall when required in order to effect the transactions contemplated hereunder make all necessary filings, and thereafter make any other required or appropriate submissions, under the HSR Act and shall supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act.
(c) Bergen shall not take any action in order to cause intentionally the exercise of the Stock Option to violate Section 312.03.
Listing; Other Action. (a) IVAX shall, at its expense, use all reasonable efforts to cause the Option Shares to be approved for listing on the AMEX, subject to notice of issuance, as promptly as practicable following an Exercise Event, and shall provide prompt notice to the AMEX of the issuance of each Option Share.
(b) IVAX shall use all 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 to consummate and make effective the transactions contemplated hereunder, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities. Without limiting the generality of the foregoing, IVAX shall when required in order to effect the transactions contemplated hereunder make all necessary filings, and thereafter make any other required or appropriate submissions, under the HSR Act and shall supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act.
(c) IVAX shall not take any action in order to cause intentionally the exercise of the Stock Option to violate Section 713.
Listing; Other Action. 7 3.02. Registration..........................................................7
Listing; Other Action. (1) As promptly as practicable following an Exercise Event, Seagram shall use all reasonable best efforts to cause the Option Shares to be approved for listing on the NYSE and the TSE, subject to notice of issuance, and shall provide prompt notice to the TSE of the issuance of each Option Share.
(2) Seagram shall use all reasonable best 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 law, regulation or policy to consummate and make effective the transactions contemplated hereunder, including, without limitation, using all reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of any government or regulatory authority; provided however, that Seagram shall not be obligated to register the Option Shares under the 1933 Act or otherwise qualify the Option Shares for resale in the United States or Canada other than on the terms and subject to the conditions set forth in Section 3.2.
Listing; Other Action. (1) As promptly as practicable, NEWBRIDGE shall use all reasonable best efforts to cause the Option Shares to be approved for listing on the New York Stock Exchange (the "NYSE") and the TSE, subject to notice of issuance, and shall provide prompt notice to the TSE of the issuance of each Option Share.
(2) NEWBRIDGE shall use all reasonable best 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 law, regulation or policy to consummate and make effective the transactions contemplated hereunder, including, without limitation, using all reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of any government or regulatory authority; provided however, that NEWBRIDGE shall not be obligated to register the Option Shares under the U.S. Securities Act or otherwise qualify the Option Shares for resale in the United States or Canada other than on the terms and subject to the conditions set forth in Section 3.2.
Listing; Other Action. (a) The Company shall, at its expense, use its best efforts to cause the Option Shares to be approved for trading on the Nasdaq National Market ("Nasdaq"), subject to notice of issuance, as promptly as practicable following the date of this Agreement, and will provide prompt notice to Nasdaq of the issuance of each Option Share.
(b) The Company shall use its best 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 transactions contemplated hereunder, including, without limitation, obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities.
Listing; Other Action. (a) Issuer shall, at its expense, use its reasonable best efforts to cause the Option Shares to be approved for listing on NASDAQ, subject to notice of issuance, as promptly as practicable following an Exercise Event, and shall provide prompt notice to NASDAQ of the issuance of each Option Share, except to the extent the delivery of the Option Shares can be satisfied with shares of Issuer Common Stock held in treasury by Issuer.
(b) Issuer shall use its reasonable best 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 to consummate and make effective the transactions contemplated hereunder, including, without limitation, using its best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities. Without limiting the generality of the foregoing, Issuer shall, when required in order to effect the transactions contemplated hereunder, make all necessary filings, and thereafter make any other required or appropriate submissions, under the HSR Act and shall supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act.
Listing; Other Action. (a) Dragon shall, at its expense, use reasonable best efforts to cause the Option Shares to be authorized for listing on the New York Stock Exchange (the "NYSE"), upon official notice of issuance, as promptly as practicable following an Exercise Event, and will provide prompt notice to the NYSE of the issuance of each Option Share, unless the delivery of the Option Shares is satisfied with shares of Dragon Common Stock held in treasury by Dragon then listed on the NYSE.
(b) Dragon shall use its reasonable best 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 transactions contemplated hereunder, including, without limitation, using its reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental entities. Without limiting the generality of the foregoing, Dragon shall when required in order to effect the transactions contemplated hereunder make all filings and submissions under the HSR Act as promptly as practicable.
