Reasonable Efforts; Other Actions. Subject to the terms and --------------------------------- conditions herein provided and applicable law, the Company and Acquirer shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation, (ii) the taking of any actions required to qualify the Merger as a 368 Reorganization, (iii) the obtaining of all necessary consents, approvals or waivers under its material contracts, and (iv) the lifting of any legal bar to the Merger.
Reasonable Efforts; Other Actions. (a) HP and MMAX each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger treatment as a tax-free reorganization; and (ii) the obtaining of all necessary consents, approvals or waivers under their respective material contracts.
(b) HP shall take all actions necessary to duly call and hold a meeting of its members or solicit the written consent of its members as soon as reasonably practicable, to approve the Merger. HP's Board of Managers shall recommend that the holders of the HP Common Stock vote or consent to approve the Merger, and shall use commercially reasonable efforts to solicit such approval. HP shall provide its members with a written statement in connection such meeting or consent solicitation which shall include a statement to the effect that the Board of Managers of HP recommends that HP's members vote to approve the Merger and provide such other information concerning the Merger as may be required under applicable law. All such information provided by MMAX for use in such HP written statement will be materially true, correct and complete and will not contain any untrue statement of a material fact or omit to state any material fact required or necessary to make the statements made, in light of the circumstances under which they were made, not misleading.
(c) Each party covenants that after the Closing, it shall, execute, acknowledge and deliver, without further consideration, all such instruments and other documents as may be reasonably requested to consummate or effectuate the transactions contemplated by this Agreement and MMAX (the Surviving Company) agrees to undertake such necessary actions, including but not limited to the filing of a Form 8- K Current Report with the SEC, disclosing this Agreement.
Reasonable Efforts; Other Actions. SIC, RMAG and SUB each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger treatment as a tax-free reorganization within the meaning of Code Section 368(a)(2)(D), and (ii) the obtaining of all necessary consents, approvals or waivers under its material contracts.
Reasonable Efforts; Other Actions. BRS, RMAG and SUB each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger for treatment as a tax-free reorganization within the meaning of Code Section 368(a), and (ii) the obtaining of all necessary consents, approvals or waivers under its material contracts.
Reasonable Efforts; Other Actions. CSI, Omni and SUB each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation, (ii) the taking of any actions required to qualify the Merger for pooling-of-interests accounting treatment and as a reorganization within the meaning of Code Section 368(a), and (iii) the obtaining of all necessary consents, approvals or waivers under its material contracts.
Reasonable Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, the Company and Investor shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
Reasonable Efforts; Other Actions. The Company shall use commercially reasonable efforts (i) to cause all members of the Company's Board of Directors and its executive officers to execute and deliver to Parent Support Agreements ("Support Agreements") in the form set forth at Exhibit A-1. Parent ----------- shall use commercially reasonable efforts (i) to cause all members of the Company's Board of Directors and its executive officers to execute and deliver to the Company Support Agreements in the form set forth at Exhibit A-2. Each ----------- Parent and the Company shall use reasonable commercial efforts to cause each of its respective executive officers and each member of its respective Board of Directors to execute and deliver to the other party a Lock-up Agreement substantially in the form attached at Exhibit B (the "Lock-up Agreement"); --------- provided, however, that no such effort need be made with regard to such executive officers and directors who will not continue as officers or directors of Parent or the Surviving Corporation after the Effective Time. Parent shall be entitled to place appropriate legends on the certificates evidencing any Parent Stock to be received by any such individuals pursuant to this Agreement, and to issue appropriate transfer instructions to the transfer agent for the Parent Common Stock consistent with the terms of the Lock-up Agreement.
Reasonable Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, the Company and Parent shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation the lifting of any legal bar to the Merger. To that end, the Company shall use commercially reasonable efforts (i) to cause all members of the Company’s Board of Directors, its executive officers and stockholder Oyo Corporation U.S.A. to execute and deliver to Parent Support Agreements (“Support Agreements”) in the form set forth at Exhibit A.
Reasonable Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, the Company and Bridgewater shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
Reasonable Efforts; Other Actions. (a) DMEXICO and DSKX each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Share Exchange treatment as a tax-free reorganization; and (ii) the obtaining of all necessary consents, approvals or waivers under their respective material contracts.
(b) Each party covenants that after the Closing, it shall, execute, acknowledge and deliver, without further consideration, all such instruments and other documents as may be reasonably requested to consummate or effectuate the transactions contemplated by this Agreement and DSKX agrees to undertake such necessary actions, including but not limited to assisting DSKX to prepare and file DSKX SEC Reports.
