Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 4 contracts
Samples: Merger Agreement (Key Hospitality Acquisition CORP), Merger Agreement (Juniper Partners Acquisition Corp.), Merger Agreement (Arpeggio Acquisition Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI this Agreement to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) ), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of of, or in connection with, the transactions contemplated in by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or delivery of any additional certificates, instruments reasonably and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board each of directors Purchaser and the Company and its board respective Board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its all commercially reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrarycontrary in this Agreement, nothing in this Agreement shall be deemed to require Parent or Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business businesses or to own or exercise control of such assets, properties and stock.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Spherix Inc), Merger Agreement (DatChat, Inc.)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding, but not limited to: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrationsapplications, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with the HSR Act, state takeover statutes and Gaming Laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed reversed, (iv) taking any and all actions necessary to satisfy all of the conditions applicable to such party as set forth in Article VI of this Agreement, and (v) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, Parent and its board .
(b) Each of directors and the Company and its board of directors shallCrescent shall use all reasonable efforts not to take any action that, if in any state takeover statute or similar statute or regulation is or becomes applicable such case, might reasonably be expected to the Merger, this Agreement or (i) cause any of the transactions contemplated representations or warranties made by it in this Agreement that is qualified as to materiality to be untrue, (ii) cause any of the representations or warranties made by it contained in this Agreement that is not so qualified to be untrue in any material respect, (iii) result in a breach of any covenant made by it in this Agreement, use its commercially reasonable efforts (iv) result directly or indirectly in any of the conditions to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing set forth in this Agreement shall be deemed to require Parent Article VI not being satisfied or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on (v) impair the ability of any the parties to consummate the Merger at the earliest practicable time (regardless of them whether such action would otherwise be permitted or not prohibited hereunder).
(c) The Company shall use its reasonable best efforts to conduct their business or restructure its existing leases prior to own or exercise control the Effective Time so that the terms thereof shall conform to the provisions of such assets, properties and stockSection 22.3 of the Master Lease Agreement (as hereinafter defined).
Appears in 3 contracts
Samples: Merger Agreement (Crescent Real Estate Equities Co), Merger Agreement (Station Casinos Inc), Merger Agreement (Crescent Real Estate Equities Co)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the Offer Conditions and the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation other Legal Requirement is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to render inapplicable or minimize the contraryeffect of such takeover statute or other Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (DRS Technologies Inc), Merger Agreement (Paravant Inc), Merger Agreement (Paravant Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties agrees Company, Parent and Merger Sub agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as any party hereto may reasonably request in order to cause any of the conditions to any other party's obligation to consummate such transactions specified in Article VII and Annex A to be fully satisfied, and to promptly cooperate with and furnish information to each other in connection with any requirements imposed upon any of them with respect thereto. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing of any documents with the Commission contemplated hereby (including any necessary amendments or supplements); (ii) using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and authorizations from Governmental Entities and the making of giving all necessary registrations, declarations notices to and filings (including registrations, declarations and making all necessary filings with and applications and submissions to, any Governmental EntitiesEntity or other Person required to be obtained or made by Parent, if any) and Merger Sub, the Company or any of their Subsidiaries in connection with the Offer, the Merger or the taking of any action contemplated thereby or by this Agreement; (iii) filing all pre-merger notification and report forms required under the Hart-Xxxxx Xxx and responding to any requests for additional information made by any Governmental Entity pursuant to the Hart-Xxxxx Xxx; (iv) using commercially reasonable steps efforts to lift any Injunction of any type referred to in Section 7.1(c); (v) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any of the foregoing; and (vi) in general, using commercially reasonable efforts to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of consummate and make effective the transactions contemplated thereby; provided, however, that in making any such filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in this sentence, (A) no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, any of its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; (B) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in paragraphs (a), (b) or (c) of Annex A; and (C) without Parent's prior consent, the Company shall not, and shall not permit any of its Subsidiaries to, amend any material License or material Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, (iv) each party shall provide the defending of other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. In case at any suits, claims, actions, investigations time after the Effective Time any further action is necessary or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking desirable to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the proper officers and directors of each party to this Agreement then in office shall use its commercially their reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of take all such assets, properties and stockaction.
Appears in 3 contracts
Samples: Merger Agreement (Liberty Media Corp /De/), Merger Agreement (On Command Corp), Merger Agreement (Ascent Entertainment Group Inc)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Elf and Parent will use its commercially their reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, doing all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, including using commercially each of Parent and Elf agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by the FTC or the Antitrust Division or any other Governmental Entity pursuant to the HSR Act and (ii) to use reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI expiration or termination of the applicable waiting periods under the HSR Act (and to obtain the necessary approvals under any foreign laws, rules or regulations) as soon as reasonably practicable; provided, that, Parent shall not be satisfiedrequired to agree, and Elf shall not agree without Parent's consent, to waive any rights or to accept any limitation on its operations
(ii1) promptly notify the obtaining other party of all necessary actionsany communication from the FTC, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid Antitrust Division or any suit, claim, action, investigation State Attorney General or proceeding by any other Governmental Entity, and subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing and to accept all reasonable additions, deletions or changes suggested in connection therewith; (iii2) the obtaining not agree to participate in any substantive meetings or discussions with any Governmental Entity in respect of all consentsany filings, approvals investigations, or waivers from third parties required as a result of inquiry concerning the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement or unless it consults with the consummation other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (3) furnish the other party's counsel, subject to appropriate confidentiality procedures, with copies of all correspondence, filings, and communications (and memoranda setting forth the transactions contemplated hereby, including seeking to have substance thereof) between them and their respective representatives and any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and their respective staffs.
(vb) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of obtaining financing in connection with the transactions contemplated by this Agreement, at the reasonable request of Parent, Elf (i) agrees to enter into such agreements, agrees to use its commercially reasonable best efforts to enable deliver such officers certificates and opinions as are customary in a financing and as are, in the good faith determination of the persons executing such officers certificates or opinions, accurate, and agrees to pledge, grant security interests in, and otherwise grant liens on, its assets pursuant to such agreements as may be reasonably requested, provided that no obligation of Elf under any such agreement, pledge, or grant shall be effective until the Effective Time; provided, further, that all expenses, liabilities or costs of Elf reasonably incurred in connection herewith shall be the responsibility of Parent and any obligations entered into in connection herewith shall be terminated with no liability to Elf or its Subsidiaries in the event this Agreement is terminated in accordance with its terms and (ii) in each case, with such assurances of confidentiality reasonably acceptable to Elf, will provide to the lenders specified by Parent financial and other information in Elf's possession with respect to Elf and the Merger and the other transactions contemplated by this Agreement Transaction (as defined in the TULIP Merger Agreement), will make Elf's senior officers and financial and accounting personnel available to be consummated as promptly as practicable on assist such lenders, and otherwise will cooperate in connection with the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control consummation of such assets, properties and stockfinancing.
Appears in 3 contracts
Samples: Merger Agreement (Kellogg Co), Merger Agreement (Flowers Industries Inc /Ga), Merger Agreement (Keebler Foods Co)
Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Harmonic Inc)
Reasonable Efforts. Upon Subject to the express provisions of Sections 5.1, 5.2 and 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals waivers and approvals, in a form and substance reasonably acceptable to Inovio, of any parties to any Contract of VGX or waivers from third parties any of its Subsidiaries listed on Schedule 5.9(d)(iii) as are required as a result of thereunder in connection with the transactions contemplated in this Agreement, Merger; (iv) the obtaining of all necessary consents, waivers and approvals, in a form and substance reasonably acceptable to VGX, of any parties to any Contract of Inovio or any of its Subsidiaries listed on Schedule 5.9(d)(iv) as are required thereunder in connection with the Merger; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inovio Biomedical Corp), Agreement and Plan of Merger (Inovio Biomedical Corp), Merger Agreement (Inovio Biomedical Corp)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties agrees to this Agreement will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause ensure that the conditions precedent set forth in Article VI are satisfied and to be satisfiedconsummate the transactions contemplated by this Agreement as promptly as practicable, including (iii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) if applicable, making, as promptly as practicable, an appropriate filing with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, as applicable, which filings shall specifically request early termination of the waiting period prescribed by the HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act, (iii) the making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining of all consents, approvals or waivers from from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement (provided, however, in no event shall obtaining such consents, approvals or waivers be required as a result of the transactions contemplated in this Agreementcondition to Closing hereunder), (ivv) the defending subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (vi) promptly obtaining (including drawing down) the Financing and/or any alternative financing, and (vvii) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, .
(b) Parent and its board of directors Merger Sub and the Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.8, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its board advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to or received from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, (y) as necessary to address good faith legal privilege or confidentiality concerns and (z) as necessary to comply with applicable Law. Neither Parent and Merger Sub nor the Company shall consent to any voluntary extension of directors shall, if any state takeover statute statutory deadline or similar statute waiting period or regulation is or becomes applicable to any voluntary delay of the Merger, consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned).
(c) Each of Parent and Merger Sub and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division, or any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent and Merger Sub or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Person that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement unless, except where prohibited by Law, it so consults with the other party in advance and, to the extent not prohibited by the FTC, the Antitrust Division, or such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use its commercially reasonable efforts (i) to enable resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation or merger control Law, including (subject to first having used commercially reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding, and (ii) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and or the other transactions contemplated by this Agreement and to be consummated have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as promptly as practicable on to permit consummation of the terms transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Merger Agreement (Emageon Inc), Merger Agreement (Health Systems Solutions Inc), Merger Agreement (Health Systems Solutions Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, Notwithstanding anything in this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require neither Parent or the Company to agree to any divestiture by itself or nor any of its affiliates shall be under any obligation to effect an Action of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockDivestiture.
Appears in 3 contracts
Samples: Merger Agreement (Interwoven Inc), Merger Agreement (Imanage Inc), Merger Agreement (Tangram Enterprise Solutions Inc)
Reasonable Efforts. Upon Subject to the terms and subject to the ------------------- conditions set forth in of this Agreement, each of the parties hereto agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as soon as reasonably practicable the Transactions including (a) cooperating in the preparation and filing of all applications, requests, consents and other filings required by applicable Governmental Authorities or Courts, including filings required by the HSR Act and Exon-Xxxxxx, the Offer Documents, the Schedule 14D-9, the Proxy Statement and any amendments and supplements to any thereof; (b) taking all action reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts secure any necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result parties, including under existing debt obligations of the transactions contemplated in this AgreementCompany and its Subsidiaries or to amend the notes, indentures or agreements relating to such existing debt obligations to the extent required by such notes, indentures or agreements, or to redeem or repurchase such debt obligations; (ivc) the defending of contesting any suits, claims, actions, investigations or proceedingspending legal proceeding, whether judicial or administrative, challenging this Agreement relating to the Offer or the consummation of the transactions contemplated herebyMerger, including seeking to have any stay or temporary restraining order entered by any court Court or other Governmental Entity Authority vacated or reversed reversed; and (vd) the execution or delivery of executing any additional instruments reasonably necessary to consummate the transactions contemplated by, and Transactions. In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the proper officers and directors of each party hereto shall use its commercially all reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of take all such assets, properties and stocknecessary action.
Appears in 2 contracts
Samples: Merger Agreement (Gec Acquisition Corp), Merger Agreement (Gec Acquisition Corp)
Reasonable Efforts. Upon Subject to the express provisions of Section 4.2 and Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, if, there is a reasonable possibility that the defending of such actions would result in their dismissal, removal, elimination or termination, and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall discuss, in good faith, procedures to pursue third party consents and each shall use all reasonable efforts to pursue obtaining those consents (it being understood that failure to obtain any one or more such consents shall not give rise to a failure of a condition to Closing hereunder). In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, including, with regard to the Company, Section 4.2 hereof, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions 63 contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding, but not limited to: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with the HSR Act and State Takeover Approvals), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company shall cooperate with each other in connection with the making of such filings, including providing copies of all such documents to the non-filing party and its board of directors shalladvisors prior to filing and, if requested, accepting all reasonable suggestions in connection therewith.
(b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any state takeover statute analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or similar statute submitted by or regulation is on behalf of any party hereto in connection with proceedings under or becomes applicable relating to the Merger, this Agreement HSR Act or any other federal, state or foreign antitrust or fair trade law. Each party shall promptly notify the other party of any communication to that party from any Governmental Entity in connection with any required filing with, or approval or review by, such Governmental Entity in connection with the transactions contemplated Merger and permit the other party to review in advance any such proposed communication to any Governmental Entity. Neither party shall agree to participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other party the opportunity to attend and participate thereat.
(c) Each party shall use its commercially all reasonable efforts to enable the Merger and the other transactions contemplated by not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be consummated as promptly as practicable on the terms contemplated untrue or result in a breach of any covenant made by it in this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Algos Pharmaceutical Corp), Merger Agreement (Endo Pharmaceuticals Holdings Inc)
Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using commercially such actions or things as either party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective subsidiaries, and use their reasonable efforts to accomplish the following: cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the taking preparation and filing with the SEC of all reasonable acts the Proxy Statement and any necessary to cause the conditions precedent set forth in Article VI to be satisfied, amendments of or supplements thereto; (ii) seeking to have the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and Proxy Statement cleared by the making of all necessary registrations, declarations and filings (including registrations, declarations and filings SEC as soon as reasonably practicable after filing with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, SEC; (iii) obtaining all necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (iv) filing all applicable Pre-Merger Notification and Report Forms required under the obtaining of all consents, approvals or waivers from third parties required HSR Act as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; (v) lifting any permanent or the consummation of the transactions contemplated hereby, including seeking to have any stay preliminary injunction or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated (an "Injunction") of any type referred to in Section 5.1; (vi) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reversed reasonably requested in connection with any of the foregoing; and (vii) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the lifting of any Injunction referred to in clauses (iii) and (v) the execution or delivery of this sentence, no party shall be required to (x) pay any consideration, to divest itself of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which are materially adverse or of any business, assets burdensome or property(y) amend, or the imposition of agree to amend, in any material limitation respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Silver and Silver Co. shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.
Appears in 2 contracts
Samples: Exchange Agreement (Tele Communications Inc /Co/), Exchange Agreement (Silver King Communications Inc)
Reasonable Efforts. Upon Subject to the terms and subject conditions of this Agreement and without limitation to the conditions set forth in this Agreementprovisions of Section 6.6 hereof, each of the parties hereto agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements (including, without limitation, (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Form 10, the Information Statement and any amendments to any thereof; (ii) cooperating in making available information and personnel in connection with presentations, whether in writing or otherwise, to prospective lenders to Parent and Purchaser that may be asked to provide financing for the transactions contemplated by this Agreement; (iii) taking of all action reasonably necessary, proper or advisable to consummate secure any necessary consents or waivers under existing debt obligations of the Company and make effectiveits Subsidiaries or amend the notes, in indentures or agreements relating thereto to the most expeditious manner practicableextent required by such notes, indentures or agreements or redeem or repurchase such debt obligations; (iv) contesting any pending legal proceeding relating to the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed Spin-Off; and (v) the execution or delivery of executing any additional instruments reasonably necessary to consummate the transactions contemplated by, hereby and thereby). In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the proper officers and directors of each party hereto shall use its commercially all reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreementtake all such necessary action. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.19
Appears in 2 contracts
Samples: Merger Agreement (Lockheed Martin Corp), Agreement and Plan of Merger (Loral Corp /Ny/)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in of this Agreement, unless, to the extent permitted by Section 4.10(b), the Board of Directors of the Company approves or recommends a Superior Proposal (as defined in Section 4.10(b)), each of the parties hereto agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Articles of Merger, subject to the appropriate vote of stockholders of the Company described in Section 5.1(a), including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with Takeover Statutes), (ii) the giving of all notices and obtaining of all necessary consents, approvals, waivers and exemptions from third parties, including the notices, consents, approvals, waivers and exemptions set forth in Schedule 2.3 of the Company Letter, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (Crystal River Capital, Inc.)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Articles VII and VIII to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets.
(b) Each of VHA and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with and without limiting the foregoingconsummation of transactions contemplated by this Agreement, Parent and its board of directors and (ii) any notice or other communication from any Governmental Entity in connection with the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, transactions contemplated by this Agreement or the Outsourcing Agreement, (iii) any litigation relating to, involving or otherwise affecting VHA, Novation, HPPI, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated by this Agreement or the Outsourcing Agreement. VHA shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of VHA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, use its commercially reasonable efforts in each case, such that the conditions set forth in Article VIII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to enable the Merger and obligations of the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by parties under this Agreement. Notwithstanding anything herein Parent shall give prompt notice to the contrary, nothing VHA of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied, provided, however, that no such notification shall be deemed to require Parent affect the representations, warranties, covenants or agreements of the parties or the Company conditions to agree to any divestiture by itself or any the obligations of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockparties under this Agreement.
Appears in 2 contracts
Samples: Common Stock and Warrant Agreement (Vha Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate obtain the approval and make effectiveadoption of this Agreement by the stockholders of Gartner as contemplated by Section 4.1(a) and Section 4.2(a) and to consummate, in the most expeditious manner practicableas soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including using commercially reasonable efforts including, but not limited to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with the HSR Act), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed and reversed, (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement and (v) causing all conditions to the parties' obligations to consummate the Merger set forth in Article IV (other than those set forth in Section 4.1(i)) to be consummated as promptly as practicable on satisfied. The Company and IMS HEALTH, upon the terms contemplated by this Agreement. Notwithstanding anything herein other's request, shall provide all such reasonably necessary information concerning the party's business and affairs to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother party.
Appears in 2 contracts
Samples: Distribution Agreement (Gartner Group Inc), Distribution Agreement (Ims Health Inc)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining giving of all necessary actionsany notices to, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and any filings with Governmental Entitiesand obtaining any authorizations, if any) consents and approvals of Government Entities in connection the taking of all reasonable steps as may be necessary matters referred to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityin 3.05(b), (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board the Company’ Board of directors shall, if any Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer or the Merger and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Offer or the Merger, this Agreement or any of take all action necessary to ensure that the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Offer and Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise to minimize the effect of such statute or regulation on the Offer and Merger. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets; provided, the need or requirement to abandon or discontinue the provision of telecommunication services by the Company through its subsidiary Yak Communications (America), Inc., as a condition or requirement of consummating the Merger, shall not be considered to be, or deemed to be, a violation of the preceding clause. Parent shall be responsible for preparing and filing the appropriate applications, notifications and other documentation necessary or appropriate to request from Government Entities with jurisdiction over the telecommunications industry all necessary authorizations, consents and approvals to the purchase and any other transactions contemplated hereby. The Company and its Subsidiaries, at their sole costs and expense, will cooperate with Parent in this regard, providing such assistance as Parent shall reasonably request. Parent shall provide the Company and its Subsidiaries with drafts of all applications and other documents to be filed with any Government Entity prior to such filing and shall give Company and its Subsidiaries a reasonable opportunity to review and comment thereon.
(b) The Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Company to agree comply with or satisfy in any material respect any covenant, condition or agreement to any divestiture be complied with or satisfied by itself it under this Agreement, in each case, such that the conditions set forth in Exhibit A would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or any agreements of its affiliates of shares of capital stock or of any business, assets or property, the parties or the imposition conditions to the obligations of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockparties under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Yak Communications Inc), Merger Agreement (Globalive Communications Corp.)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and the other Transaction Documents and applicable laws and regulations to consummate the transactions contemplated hereby and thereby as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to assist obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and cooperate with authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement and the other parties Transaction Documents and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in doinglimitation of the foregoing, (i) each party hereto agrees to make appropriate filings as required pursuant to the HSR Act and any other Regulatory Law with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) subject to the terms and conditions of this Agreement, the Company will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate obtain all waivers with respect to each and make effectiveevery preemptive right and right of first refusal to which the issuance of Company Common Stock pursuant to this Agreement would, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, if not for such waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockgive rise.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Depomed Inc), Stock Purchase Agreement (Depomed Inc)
Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable acts steps as may be necessary to cause obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required under the conditions precedent set forth in Article VI to be satisfiedHSR Act, with the Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to Applicable Laws relating to the exchange of information, Apogent and Fxxxxx shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to Apogent and its Subsidiaries or Fxxxxx and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(b) Promptly following the date hereof, Apogent shall (i) cause Apogent Holdings Denmark A/S to be converted into an Anpartsselskab, and (ii) submit a ruling request to the appropriate Danish authorities in order to treat the sale, exchange or other disposition of shares by Apogent Holdings Denmark A/S (or any successor entity) as a share sale for Danish income Tax purposes. In addition, prior to the Closing Date, Apogent shall cause Apogent Holdings Denmark A/S (or any successor entity) to be treated as a disregarded entity for U.S. federal income Tax purposes.
(c) Each of Fxxxxx and Apogent shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Entity (whether domestic, foreign or supranational). In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any Governmental Entity (whether domestic, foreign or supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) not participate in any meeting with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement and the Merger, and (v) furnish the other with such necessary information and reasonable assistance as Fxxxxx or Apogent, as applicable, may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of Fxxxxx and Apogent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4 as “outside counsel only.” Such material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Fxxxxx or Apogent, as the case may be) or its legal counsel.
(d) In connection with and without limiting the foregoing, Parent Fxxxxx and its board of directors and the Company and its board of directors shall, if any Apogent shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this AgreementAgreement or any of the transactions contemplated hereby, use its commercially reasonable efforts take all action necessary to enable ensure that such transactions may be consummated as promptly as practicable on the terms required by, or provided for, in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement Agreement.
(e) Notwithstanding anything to be consummated as promptly as practicable on the terms contemplated by contrary in this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement neither Fxxxxx nor Apogent shall be deemed required to require Parent hold separate (including by trust or the Company otherwise) or divest or take any other action with respect to agree to any divestiture by itself or any of its affiliates businesses or assets or enter into any consent decree or other agreement that would restrict it in the conduct of its business as heretofore conducted if such action is reasonably expected to have a Material Adverse Effect on Fxxxxx, including a Material Adverse Effect on the total benefits expected to be realized by Fxxxxx after completion of the Merger.
(f) Promptly following the date hereof, Apogent and Fxxxxx shall cooperate in determining a mutually acceptable manner in which to cause no Apogent Subsidiary to own, beneficially or of record, directly or indirectly, any shares of capital stock Apogent Common Stock immediately prior to the Effective Time. Apogent shall take (or of any business, assets or property, or cause to be taken) all actions proposed by Fxxxxx and legally available to Apogent in order to effect the imposition of any material limitation on result described in the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockpreceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apogent Technologies Inc), Agreement and Plan of Merger (Fisher Scientific International Inc)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to the Offer and to the Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. , but the Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of the Parent's, the Company's or any of their respective Subsidiaries' or affiliates' businesses or assets or (ii) cease to conduct business or operations in any jurisdiction in which the Parent, the Company or any of their respective Subsidiaries conducts business or operations as of the date of this Agreement.
(b) In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shalldirectors, if any and the Parent and its manager, shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this AgreementAgreement or any other Transaction, use its commercially reasonable efforts take all action necessary to enable ensure that the Offer, the Merger and the other transactions contemplated by this Agreement to Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such statute or regulation on the Offer, nothing the Merger and the other Transactions.
(c) Nothing in this Agreement shall be deemed permit the Company to divest, hold separate or enter into any consent decree (or offer to enter into any agreement or consent decree) to divest, hold separate or maintain or change any business practice in order to obtain regulatory approval of the Transactions. Nothing in this Agreement shall require the Parent or the Company Purchaser to agree commence any litigation in order to any divestiture by itself prevent (or any of its affiliates of shares of capital stock or remove) the entry of any business, assets Restraint under antitrust or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocksimilar laws.
Appears in 2 contracts
Samples: Merger Agreement (Firepond Inc), Merger Agreement (Firepond Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall (and the Company shall cause its Subsidiaries to) each of the parties agrees to use its commercially their reasonable efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Entities performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the Israeli Anti-Trust Law and any other applicable antitrust laws, (C) the Law for the Encouragement of Capital Investment, 5719-1959, and the regulations and approvals promulgated thereunder, (D) the Encouragement of Industrial Research and Development Law, 5744-1984, and the regulations and grant approvals promulgated thereunder by the OCS and (E) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all necessary registrationssuch filings, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking providing copies of all reasonable steps such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as may promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be necessary made pursuant to avoid any suitapplicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, claimor given by such party to, action, investigation any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material written communication delivered to any Governmental Entity, Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (iiivii) the obtaining of obtain all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties required as a result or concede anything of value to obtain such consents; (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated in this Agreementhereby, (iv) the including defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (vix) the execution or delivery of execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without limiting the foregoingconsent of the other parties to this Agreement, Parent and its board of directors and the which consent shall not be unreasonably withheld. The Company and its board Board of directors shall, if any Directors shall (1) use their reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the MergerOffer, this Agreement the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use its commercially their reasonable efforts to enable ensure that the Offer, the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything herein Parent consents to the contrary, nothing in this Agreement shall be deemed to require Parent or delivery by the Company to agree the OCS of Parent’s executed undertaking in the form attached as Exhibit C to any divestiture this Agreement if required by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockapplicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Omrix Biopharmaceuticals, Inc.)
Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Micron Technology Inc), Merger Agreement (Lexar Media Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including the Lenders’ Consent and the Necessary Consents (provided, that the parties required as a result of will discuss in good faith procedures to pursue third party consents with respect to the transactions contemplated by this Agreement and the Ancillary Agreements) (it being understood that failure to obtain any one or more such consents, in this Agreementand of itself, shall not constitute a failure by Seller or Purchaser to comply with any of its covenants herein or a failure of a condition to Closing hereunder), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors Agreement and the Company and its board of directors shallAncillary Agreements. Promptly after the date hereof, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, Seller shall use its commercially reasonable efforts to enable arrange a meeting between each of those Persons identified on Section 5.4(d)(i) of the Merger Seller Disclosure Letter and representatives of the other transactions contemplated by this Agreement Company, Purchaser and Seller to be consummated as promptly as practicable on introduce Purchaser to each such Person. In the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent event Seller or the Company to agree to receives any divestiture by itself written notice or communication from any of its affiliates those Persons identified on Section 5.4(d)(ii) of shares the Seller Disclosure Letter relating to the transactions contemplated hereby, or notice of capital stock termination or threatened termination of any businessCompany Material Contract with such Person, assets or propertythen Seller shall promptly, or the imposition of and in any material limitation on the ability of any of them to conduct their event within two (2) business or to own or exercise control days after receipt thereof, furnish Purchaser with a copy of such assets, properties and stocknotice or communication.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Science Applications International Corp), Stock Purchase Agreement (Science Applications International Corp)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyincluding under the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of the transactions contemplated herebyby this Agreement or the Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholder Agreement. ; provided, however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the Company's or any of their respective affiliates' businesses or (ii) cease to conduct business or operations in any jurisdiction in which Parent, the Company or any of their respective subsidiaries conducts business or operations as of the date of this Agreement.
(b) In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors shall, if any Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, use its commercially reasonable efforts the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all action necessary to enable ensure that the Merger and the other transactions contemplated by this Agreement to and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and the Stockholder Agreement and otherwise to minimize the contrary, nothing in effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockStockholder Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Mp3 Com Inc), Merger Agreement (Vivendi)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable good faith efforts (subject to, and in accordance with, applicable law) to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, including, without limitation, the VOI Registrations (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or stay, temporary restraining order or injunctions entered by any court or other Governmental Entity vacated or reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. , subject to the limitations on divestiture set forth in subsection (c) below.
(b) In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any Parent shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, this Stock Option Agreement or the Merger or any of the other transactions contemplated by hereby and thereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use its commercially reasonable efforts the Stock Option Agreement or the Merger or any other transaction contemplated hereby and thereby, take all action necessary to enable ensure that the Merger and the other transactions contemplated by this Agreement to and the Stock Option Agreement may be consummated as promptly as practicable on the terms contemplated hereby and thereby and otherwise to minimize the effect of such statute or regulation on the Merger, the DevCo. Distribution and the other transactions contemplated hereby and thereby.
(c) Each party agrees to provide the other party with copies of any documentation or written materials provided to or by this Agreement. Notwithstanding anything herein Governmental Entities with respect to the contrary, nothing in this Agreement HSR approval process. Parent shall not be deemed to require Parent or the Company required to agree to any divestiture by itself Parent or any of its Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets or propertyproperty of Parent or its subsidiaries or affiliates or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their business businesses or to own or exercise control of such assets, properties and stock.
(d) The Company shall use its reasonable good faith efforts to assist Parent and certain of its subsidiaries that are subject to the reporting requirements of the Exchange Act (the "Reporting Subs") in the preparation and filing, on the earliest practicable date after the date of this Agreement, of Current Reports on Form 8-K for each of Parent and the Reporting Subs containing the information required by Item 512(a)(1)(ii) of Regulation S-K of the SEC, including the historical financial statements of the Company required by Rule 3-05 of Regulation S-X of the SEC and the pro forma financial information with respect to the business combination contemplated by this Agreement required by Article 11 of Regulation S-X of the SEC, and the Company shall take all other action necessary to allow Parent and the Reporting Subs to issue and sell securities on a continuous or delayed basis in one or more public offerings registered under the Securities Act.
Appears in 2 contracts
Samples: Merger Agreement (Cendant Corp), Merger Agreement (Cendant Corp)
Reasonable Efforts. Upon Subject to the terms and subject to conditions of this Agreement and applicable law and, in the conditions set forth case of the Company, except as otherwise required by the fiduciary duties of the Company Board (as determined in this Agreementgood faith by the Company Board following the receipt of advice of outside legal counsel thereon), each of the parties agrees to hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article VII to be consummated as promptly as practicable on fully satisfied. Without limiting the terms contemplated generality of the foregoing, the parties will, and will cause their respective directors, officers and Subsidiaries, and use commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by this Agreement. Notwithstanding anything herein any court or Governmental Entity (an "Injunction") of any type referred to in Section 7.1(c); (iii) subject to the contrarylast sentence of Section 3.2(a), nothing taking such actions as may reasonably be required under applicable state securities or blue sky laws in this Agreement shall connection with the issuance of the Parent Series A Stock to be deemed covered by the Registration Statement; and (iv) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to require Parent obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the Company lifting of any Injunction referred to in clause (i) or (ii) of this sentence, no party will be required to pay any consideration (other than filing fees for any Governmental Filings), to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business foregoing or to own any conditions or exercise control of requirements which are materially adverse to its interests or materially burdensome. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such assets, properties and stockdrafts.
Appears in 2 contracts
Samples: Merger Agreement (On Command Corp), Merger Agreement (Liberty Satellite & Technology Inc)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent shall use its commercially their reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party, including through communications with customers of the Company, in each case which are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Each of the Company and Parent shall not take or omit to take any actions that would reasonably be likely to result in the failure or material delay of clause (ii) above or any of the conditions described in paragraphs (a), (b), (c) or (d) of Annex I. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use their respective reasonable efforts to accomplish furnish to each other all information required for any application or other filing to be made pursuant to the followingrules and regulations of any Applicable Law in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Parent shall make appropriate filings pursuant to Applicable Competition Laws with respect to the transactions contemplated hereby as promptly as practicable (and with respect to any applicable pre-merger notification requirements in Germany, within 5 Business Days of the date of this Agreement, and with respect to any applicable pre-merger notification requirements in China and Taiwan, within 10 Business Days of the date of this Agreement) and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such Applicable Competition Laws and use reasonable efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under those Applicable Competition Laws as soon as practicable, and the Company shall cooperate with all reasonable requests of Parent in connection with such filings, supply of information and materials, and other actions.
(b) Each of Parent and the Company shall (i) promptly notify the other party hereto of any written or oral communication to that party or its Affiliates from any Governmental Authority, and of any Proceeding of any Governmental Authority commenced or, to its Knowledge, threatened against, relating to or involving that party or its Affiliates, (ii) keep the other party reasonably informed of any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby, (iii) subject to all applicable privileges, including the attorney client privilege, furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, in each case referred to in the foregoing clauses (i) through (iii) concerning this Agreement and the transactions contemplated hereby, and (iv) promptly notify the other party of any fact, circumstance, change or effect that could reasonably be expected to prevent Parent’s ability to timely purchase all of the Company Shares pursuant to the Offer and to make the payments in respect of Company Stock Options required by Section 3.06(b) hereof.
(c) Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its Subsidiaries to, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or offer to: (i) effect any divestiture of, or hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of the taking Company or its Subsidiaries or of all reasonable acts necessary Parent or its Subsidiaries, or to cause enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of the conditions precedent set forth in Article VI to be satisfiedCompany or its Subsidiaries or of Parent or its Subsidiaries, (ii) enter into, amend or agree to enter into or amend, any Contracts of the obtaining Company or its Subsidiaries or of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation Parent or proceeding by any Governmental Entityits Subsidiaries, (iii) the obtaining of all consentsotherwise waive, approvals abandon or waivers from third parties required as a result alter any rights or obligations of the transactions contemplated in this Agreement, Company or its Subsidiaries or of Parent or its Subsidiaries or (iv) file or defend any lawsuit or legal proceeding, appeal any judgment or order or contest any injunction issued in a Proceeding initiated by a Governmental Authority, except in the defending case of any suitsclauses (i) through (iii) as would not, claimsindividually or in the aggregate, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement materially diminish the benefits that would reasonably be expected to accrue to Parent from the Merger or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Therma Wave Inc), Merger Agreement (Kla Tencor Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (iib) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority, (iiic) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (vd) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoingfirst sentence of this Section 6.03, Parent and its board each of directors and the Company and its board Board of directors shall, if any Directors and Parent and its Board of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, use its commercially reasonable efforts take all action reasonably necessary to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require Parent to (A) agree to, or the Company to agree to proffer to, divest or hold separate any divestiture by itself assets or any portion of any business of Parent or any of its affiliates Subsidiaries or, assuming the consummation of shares the Merger, the Company or any of capital stock its Subsidiaries, (B) not compete in any geographic area or line of any business, assets business or property(C) restrict the manner in which, or whether, Parent, the imposition Company, the Surviving Entity or any of their respective Affiliates may carry on business in any material limitation on part of the ability world, which, in the case of any of them clauses (A) through (C) above, would reasonably be likely to conduct their business have a Parent Material Adverse Effect, a Company Material Adverse Effect or materially impair the long-term benefits sought to own or exercise control of such assets, properties and stockbe derived from the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Mid Atlantic Medical Services Inc), Merger Agreement (Unitedhealth Group Inc)
Reasonable Efforts. Upon Subject to the express provisions of Section 8.12(e) and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreementhereby, including using commercially all reasonable efforts to accomplish the following: following (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI IX to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties required as will discuss in good faith procedures to pursue third party consents with respect to the Mergers) (it being understood that failure to obtain any one or more such consents, in and of itself, shall not constitute a result of the transactions contemplated in this Agreementcondition to Closing hereunder), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, if, there is a reasonable possibility that the defending of such actions would result in their dismissal, removal, elimination or termination, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent the Company and its the Company's board of directors and the Company and its board of directors shallwill, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Company Merger, this Agreement or any of the other transactions contemplated by this Agreementhereby, use its commercially all reasonable efforts to enable ensure that the Company Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Company Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Crystal Decisions Inc), Merger Agreement (Business Objects Sa)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI V to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this AgreementTransactions, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and subject to the fiduciary duties of its board of directors and Board, the Company and its board of directors Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Transactions or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties Transactions and stockthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Oplink Communications Inc), Merger Agreement (Optical Communication Products Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement or the Voting Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent to Closing set forth in Article VI to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations the filing of any premerger notification and filings with Governmental Entities, if any) report form under the HSR Act); and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary waivers, consents, approvals or waivers authorizations from third parties parties. The Company, NHC/OP Sub, NHC/OP and Parent shall provide such assistance, information and cooperation to each other as is reasonably required as a result of to obtain any such actions, nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the transactions contemplated in this Agreement, (iv) other party promptly following the defending receipt of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation comments from any Governmental Entity and of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered request by any court or other Governmental Entity vacated for amendments, supplements or reversed and (v) the execution or delivery additional information in respect of any additional instruments reasonably necessary to consummate the transactions contemplated byregistration, declaration or filing with such Governmental Entity and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and shall supply the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself person with copies of all correspondence between such person or any of its affiliates of shares of capital stock or of any businessrepresentatives, assets or property, or the imposition of any material limitation on the ability of one hand, and any of them to conduct their business or to own or exercise control of such assetsGovernmental Entity, properties and stockon the other hand.
Appears in 2 contracts
Samples: Merger Agreement (National Health Realty Inc), Merger Agreement (National Healthcare Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (iib) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ve) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent Buyer and its board of directors and the Company and its board of directors Sellers shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Acquisition and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent Buyer or the Company Sellers to agree to any divestiture by itself or any of its affiliates of shares of capital stock stock, membership interests or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties properties, stock and stockmembership interests.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Union Street Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition Corp.)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: including, without limitation, (i) the taking preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedinformation, applications and other documents, (ii) the obtaining of and maintaining all necessary actions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations permits, authorizations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may other confirmations required to be necessary to avoid any suit, claim, action, investigation or proceeding by obtained from any Governmental EntityAuthority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) using all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the obtaining ability of all consents, approvals or waivers from third the parties required as a result of to consummate the transactions contemplated in this Agreementhereby and using all reasonable efforts to defend any litigation seeking to enjoin, (iv) the defending of any suits, claims, actions, investigations prevent or proceedings, whether judicial or administrative, challenging this Agreement or delay the consummation of the transactions contemplated hereby, including hereby or seeking to have any stay material damages in connection with this Agreement or temporary restraining order entered by any court or other Governmental Entity vacated or reversed the transactions contemplated hereby and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes purpose of, this Agreement. .
(b) In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent and its board Company shall make an appropriate filing of directors a Notification and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable Report Form pursuant to the Merger, this Agreement or any of HSR Act with respect to the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated hereby as promptly as practicable on and in any event within ten Business Days after the terms contemplated by date of this Agreement. Notwithstanding anything herein Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the contrary, nothing HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.
(c) Prior to making any application to or filing with a Governmental Authority or other entity in connection with this Agreement (other than the Notification and Report Form pursuant to the HSR Act ), each party shall be deemed provide the other party with drafts thereof and afford the other party a reasonable opportunity to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.
Appears in 2 contracts
Samples: Merger Agreement (Sylvan Inc), Merger Agreement (Sylvan Inc)
Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Company Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Company Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Company Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Merger Agreement (Palm Inc)
Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this AgreementRegulatory Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent Occam and its board Board of directors and the Company and its board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Occam Networks Inc), Merger Agreement (Accelerated Networks Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iia) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from any applicable Governmental Entities Authority and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (ivc) the obtaining of all necessary consents, approvals and waivers from shareholders, if any, required to approve the transaction contemplated hereby; (d) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (ve) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byby this Agreement; provided, however, that notwithstanding any provision hereof to the contrary, none of the parties shall have any obligation to dispose of any assets, terminate any lines of business or pay any fee to any third party for the purpose of obtaining a consent (other than customary filing fee of Governmental Authorities) or any costs and expenses of any third party resulting from the process of obtaining such consent. In this regard, each party (a) shall make an appropriate filing pursuant to the HSR Act and as required by the Competition Act with respect to the transaction contemplated hereby within ten (10) business days following the execution of this Agreement, (b) shall cooperate and coordinate such filing with the other parties. In addition, Sellers shall (x) identify to Buyers the key employees of the Sold Business, (y) cooperate and assist Buyers in entering into employment agreements covering employment with Sold Business after Closing, with such key employees on terms satisfactory to Buyers, and to fully carry out the purposes of, this Agreement. In connection (z) assist and cooperate with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Buyers in arranging meetings with key customers of the transactions Sold Business regarding the transaction contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Arrow Electronics Inc), Asset Purchase Agreement (Agilysys Inc)
Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, filings and filings submissions of Second Request Responses with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed hereby and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Sun Microsystems, Inc.), Merger Agreement (Storage Technology Corp)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall promptly use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Contributions and the other transactions contemplated by this AgreementTransactions, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, orders nonactions and authorizations Consents from Governmental Entities and the making of to make all necessary registrations, declarations Filings and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suita Proceeding by, claim, action, investigation or proceeding by any Governmental Entity. Notwithstanding the foregoing, PEGC I OP shall not have any obligation: (a) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of PEGC I OP, any of its Subsidiaries (including the Contributed Companies after the Closing) or their Affiliates; or (b) otherwise to take or commit to take any actions that would limit the ability of PEGC I OP, its Subsidiaries (including the Contributed Companies after the Closing) or their Affiliates to retain, one or more of their businesses, product lines or assets.
(b) Before the Closing, each party hereto shall, and shall cause its controlled Affiliates to, use reasonable best efforts to obtain, and to cooperate in obtaining, all Consents from third parties necessary or appropriate to permit the consummation of the Contributions; provided, however, that, except as provided in subsections (c), (d) and (e), below, the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than customary filing fees payable to Governmental Entities and nominal filing or application fees payable to other third parties) and no party shall agree to any conditions or restrictions imposed by any third party that, individually or in the aggregate, would materially impair (or could reasonably be expected to materially impair) the ability of such party to consummate the Transactions or could reasonably be expected to have a material adverse effect on the economic benefits to PEGC I OP arising therefrom.
(c) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the PELP Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to obtain the PELP Debt Consents and Amendments, (ii) the Contributors shall use reasonable best efforts (subject to cooperation by PEGC I and PEGC I OP) to obtain the PELP Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the PELP Debt Consents and Amendments (including providing replacement guarantors and indemnitors and entering amendments and/or modifications to the loan documents which are reasonably acceptable to PEGC I and PEGC I OP), (iii) in no event shall any Contributor agree to any conditions or terms of any consent (including, without limitation, any fee, premium, cash deposits or additional reserves or any material changes to the obtaining existing terms of all consentssuch Indebtedness) without the prior written consent of PEGC I and PEGC I OP, approvals which consent shall not be unreasonably withheld, conditioned or waivers from third parties required as a result of the transactions contemplated in this Agreementdelayed, (iv) each party shall give the defending other no less than ten (10) Business Days upon receipt to review and comment on all materials or documents with respect to the PELP Debt Consents and Amendments and any such materials or documents shall be revised to reflect the reasonable comments of such other party, (v) neither party, nor any of their respective Representatives, shall engage or participate in any material meeting or discussion or proposed material discussion or communication with, and communications from, any lender or any loan servicer with respect to the PELP Debt Consents and Amendments without providing representatives of the other party reasonable opportunity to participate, and (vi) except pursuant to clause (i) above, neither the Contributors, nor PEGC I, nor PEGC I OP shall, nor shall permit their respective Representatives to, agree to, amend, modify, supplement or waive the terms and conditions of the outstanding Indebtedness or guarantees thereof for which the PELP Debt Consents and Amendments of such lenders or servicers are required, without the prior consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed). If, despite the reasonable best efforts of the parties, a particular PELP Debt Consent and Amendment has not been obtained with respect to any Real Property, at the election of the Contributors, on the one hand, and PEGC I and PEGC I OP, on the other hand, the parties may mutually agree that such Real Property that is subject to the Indebtedness for which the Debt Consent and Amendment cannot be obtained and the corresponding Contributed Interests shall be excluded from the Transaction and the Closing Consideration shall be reduced by an amount mutually agreeable to the parties (such amount, the “Debt Consent Adjustment Amount”).
(d) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the PEGC I Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to obtain the PEGC I Debt Consents and Amendments and (ii) the Contributors shall use reasonable best efforts (subject to cooperation by PEGC I and PEGC I OP) to obtain the PEGC I Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the PEGC I Debt Consents and Amendments (including entering amendments and/or modifications to the loan documents which are reasonably acceptable to PEGC I and PEGC I OP), (iii) in no event shall any Contributor agree to any conditions or terms of any suitsconsent (including, claimswithout limitation, actionsany fee, investigations premium, cash deposits or proceedingsadditional reserves or any material changes to the existing terms of such Indebtedness) without the prior written consent of PEGC I and PEGC I OP, whether judicial which consent shall not be unreasonably withheld, conditioned or administrativedelayed, challenging this Agreement (iv) each party shall give the other no less than ten (10) Business Days upon receipt to review and comment on all materials or documents with respect to the consummation PEGC I Debt Consents and Amendments and any such materials or documents shall be revised to reflect the reasonable comments of the transactions contemplated herebysuch other party, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the Contributor shall not engage or participate in any material meeting or discussion or proposed material discussion or communication with, and communications from, any lender or any loan servicer with respect to the PEGC I Debt Consents and Amendments without providing representatives of PEGC I and PEGC I OP reasonable opportunity to participate, and (vi) except pursuant to clause (i) the Contributors shall not agree to, amend, modify, supplement or waive any term or condition of the outstanding Indebtedness or guarantees thereof for which the PEGC I Debt Consents and Amendments of such lenders or servicers are required, without the prior consent of PEGC I and PEGC I OP (which consent shall not be unreasonably withheld, conditioned or delayed).
(e) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the PEGC II Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to obtain the PEGC II Debt Consents and Amendments and (ii) the Contributors shall use reasonable best efforts (subject to cooperation by PEGC II) to obtain the PEGC II Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the PEGC II Debt Consents and Amendments.
(f) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the Corporate Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to obtain the Corporate Debt Consents and Amendments, (ii) the Contributors shall use reasonable best efforts to obtain the Corporate Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the Corporate Debt Consents and Amendments, (iii) in no event shall any Contributor agree to any conditions or terms of any consent (including, without limitation, any fee, premium, cash deposits or additional reserves or any material changes to the existing terms of such Indebtedness) without the prior written consent of PEGC I and PEGC I OP, which consent shall not be unreasonably withheld, conditioned or delayed, (iv) each party shall give the other no less than ten (10) Business Days upon receipt to review and comment on all materials or documents with respect to the Corporate Debt Consents and Amendments and any such materials or documents shall be revised to reflect the reasonable comments of such other party, (v) the Contributor shall not engage or participate in any material meeting or discussion or proposed material discussion or communication with, and communications from, any lender or any loan servicer with respect to the Corporate Debt Consents and Amendments without providing representatives of PEGC I and PEGC I OP reasonable opportunity to participate, and (vi) except pursuant to clause (i) the Contributors shall not agree to, amend, modify, supplement or waive any term or condition of the outstanding Indebtedness or guarantees thereof for which the Corporate Debt Consents and Amendments of such lenders or servicers are required, without the prior consent of PEGC I and PEGC I OP (which consent shall not be unreasonably withheld, conditioned or delayed).
(g) Without limiting the generality of the foregoing, each of the Contributors, the Contributed Companies and PEGC I OP shall as promptly as practicable, but in no event later than fifteen (15) Business Days following the execution or and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the Transactions. Any such notification and report form and other Filings shall be in substantial compliance with the requirements of the HSR Act. Each of the Contributors, the Contributed Companies and PEGC I OP shall furnish to the others such necessary information and reasonable assistance as the other may request in connection with its preparation of any Filing that is necessary under the HSR Act. The Contributors, the Contributed Companies and PEGC I OP shall keep each other apprised of the status of any communications with and any inquiries or requests for additional instruments information from the FTC, the DOJ and any other Governmental Entity and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the Filings made hereunder pursuant to the HSR Act. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act.
(h) Without limiting the generality of the foregoing, as soon as reasonably necessary practicable after the date hereof, the parties shall make all Filings with all Governmental Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the transactions contemplated byTransactions, including (i) PEGC I OP causing “Form A” or similar change of control applications to be filed in each jurisdiction where required by applicable Insurance Laws with respect to the Transactions or (ii) an application for an exemption from such requirements.
(i) Subject to Laws relating to the sharing of information, each of the Contributors, the Contributed Companies and PEGC I OP shall have the right to review in advance, and to fully carry out the purposes ofextent practicable each will consult the others on, all the information relating to the Contributors, PEGC I OP or the Contributed Companies, as the case may be, and any of their respective Related Persons, that appear in any Filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions.
(j) Notwithstanding the express terms of this Agreement, in the event that a party (the “Requesting Party”) determines that a structure change is necessary, advisable or desirable, the other party (the “Responding Party”) agrees to use reasonable efforts to accommodate any request of the Requesting Party to modify the structure of the Transactions in a mutually agreeable manner prior to the Closing, including with respect to any amendments to, this Agreement. In connection with and without limiting , the foregoingAncillary Agreements, Parent and its board the Plan of directors and Restructuring or Capital Expenditures Budget; provided, however, that the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to Responding Party shall not be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company required to agree to any divestiture by itself such modification if (A) such modification would materially delay the Closing or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation (B)(1) such modification would have an adverse economic effect on the ability of any of them to conduct their business or to own or exercise control of Responding Party, as reasonably determined by the Responding Party, and (2) the Contributors do not indemnify PEGC I OP for such assets, properties and stockadverse economic effect.
Appears in 2 contracts
Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result parties, including all Necessary Consents, and the removal of the transactions contemplated in this Agreementall Legal Restraints, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (vi) in the case of Parent, voting the shares of Novadigm Common Stock held by Parent in favor of approval and adoption of this Agreement and approval of the Merger. In connection with and without limiting the foregoing, Parent Novadigm, its Board of Directors and its board of directors and the Company and its board of directors Subsidiaries shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its all commercially reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Novadigm Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Arrangement and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI 7 to be satisfied, ; (iib) the obtaining of the Appropriate Regulatory Approvals and all other necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Bodies and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesBodies, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Body; (iiic) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, ; (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed and reversed; (ve) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with ; and without limiting (f) the foregoing, Parent and its board preparation of directors the Joint Proxy Circular and the Company calling and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any holding of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Glyko Shareholders Meeting and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockBioMarin Stockholders Meeting.
Appears in 2 contracts
Samples: Acquisition Agreement (Biomarin Pharmaceutical Inc), Acquisition Agreement (Glyko Biomedical LTD)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties agrees to hereto shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially its reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of obtain all necessary actions, or appropriate waivers, consents, consents and approvals, orders and authorizations from Governmental Entities and the making of to effect all necessary registrations, declarations filings and filings submissions and to lift any injunction or other legal bar to the Merger (including registrationsand, declarations and filings in such case, to proceed with Governmental Entitiesthe Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company, if anynecessary.
(b) and Notwithstanding the taking foregoing, the Company shall not be obligated to use its reasonable efforts or take any action pursuant to this Section 7.4 if, in the opinion of the Board after consultation with its counsel, such actions would reasonably likely to be a breach of its fiduciary duties to the Company’s stockholders under applicable law.
(c) For the avoidance of doubt, Parent shall use all reasonable steps as may efforts to take, or cause to be necessary taken, all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to (i) avoid any suita requirement for a waiver, claim, action, investigation consent or proceeding by approval from any Governmental Entity, (iiiii) the obtaining of all consents, approvals defend any lawsuit or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedingsother legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyMerger, including including, when reasonable, seeking to have any stay or injunction, temporary restraining order, or other order entered by any court or other Governmental Entity vacated or reversed and (viii) resolve any objections as may be asserted under any federal or state law, regulation or decree designed to prohibit, restrict or regulate actions taken for the execution purpose or delivery with the effect of monopolizing or restraining trade (collectively, “Antitrust Laws”) that would preclude consummation of the Merger by the Outside Date.
(d) The parties shall use their respective reasonable best efforts to obtain any additional instruments reasonably necessary to consummate other consents of third parties which are disclosed as being required under Section 5.5 of the transactions contemplated by, and to fully carry out Company Disclosure Schedule for the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any consummation of the transactions contemplated by hereby, and shall reasonably cooperate and consult with one another with respect to such efforts; provided, that this Agreement, use its commercially reasonable efforts Section 7.4(d) shall not require any party to enable the Merger pay any consideration (other than customary attorneys’ fees and the other transactions contemplated by this Agreement nominal transfer or review fees) in order to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of obtain such assets, properties and stockconsents.
Appears in 2 contracts
Samples: Merger Agreement (Amscan Holdings Inc), Merger Agreement (Factory Card & Party Outlet Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement as promptly as practicable including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such reasonable actions as are necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by any third party or Governmental Entity, including filings pursuant to the HSR Act and (ii) using reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.6 shall require or be construed to require Parent to (x) offer or agree to enter into any agreements, including using commercially reasonable efforts agreements to accomplish sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of Parent's businesses or assets or any portion of the following: businesses or assets of any of its Subsidiaries or any portion of the businesses or assets of the Company or any of its Subsidiaries or (iy) the taking of all reasonable acts necessary provide any compensation, benefits or other consideration to cause the conditions precedent Company Employees except as set forth in Article VI to be satisfied, Section 3.4 and Section 6.15.
(iib) Each party hereto shall promptly inform the obtaining others of all necessary actions, waivers, consents, approvals, orders and authorizations any communication from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or regarding any of the transactions contemplated by this Agreement, use its commercially reasonable efforts . If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to enable the Merger and the other transactions contemplated by this Agreement Agreement, then such party will endeavor in good faith to make, or cause to be consummated made, as promptly soon as reasonably practicable on and after consultation with the terms contemplated by this Agreementother party, an appropriate response in compliance with such request. Notwithstanding anything Nothing herein shall require any party to the contrary, nothing in this Agreement shall be deemed to require Parent waive any substantial rights or the Company to agree to any divestiture by substantial limitation on its (or the Surviving Corporation's) operations or to divest itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Applied Molecular Evolution Inc), Merger Agreement (Lilly Eli & Co)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other transactions contemplated by this Agreement, the Seller Voting Agreement and the Shareholders' Agreements including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iia) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyincluding those referred to in Sections 3.5(c) and 4.4(c), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Seller Voting Agreement or the Shareholders' Agreements or the consummation of any of the transactions contemplated herebyby this Agreement, the Seller Voting Agreement or the Shareholders' Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (vd) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with , the Seller Voting Agreement and without limiting the foregoingShareholders' Agreements; provided, Parent however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely to be materially burdensome to such party and its board of directors and Subsidiaries taken as a whole or to impact in a materially adverse manner the Company and its board of directors shall, if any state takeover statute economic or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any business benefits of the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement so as to enable render inadvisable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control consummation of such assets, properties and stocktransactions.
Appears in 2 contracts
Samples: Reorganization Agreement (Lauder Ronald S), Reorganization Agreement (Central European Media Enterprises LTD)
Reasonable Efforts. Upon Subject to the express provisions of Section 4.2 and Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consentsNecessary Consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Inktomi Corp)
Reasonable Efforts. Upon the terms and subject (a) Prior to the conditions set forth in this AgreementTermination Date, each of the parties agrees to Principal Shareholder shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement and this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations any necessary filings under the HSR Act relating to the acquisition of the Company or relating to the acquisition of Parent Common Stock in the Merger and all other necessary filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or this Agreement or the consummation of any of the transactions contemplated herebyby the Merger Agreement and this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Merger Agreement and this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute .
(b) On or similar statute or regulation is or becomes applicable prior to the MergerClosing Date, this each Shareholder shall execute and deliver to Parent the Investors' Agreement or any of in the transactions contemplated by this Agreement, use its commercially reasonable efforts form attached as Exhibit C-1 to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Shareholders' Agreement (Turner Broadcasting System Inc), Shareholders' Agreement (Time Warner Inc)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties agrees to this Agreement will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause ensure that the conditions precedent set forth in Article VI and Annex A are satisfied and to be satisfiedconsummate the transactions contemplated by this Agreement as promptly as practicable, including (iii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) if applicable, making, as promptly as practicable, an appropriate filing with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, as applicable, which filings shall specifically request early termination of the waiting period prescribed by the HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act, (iii) the making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining of all consents, approvals or waivers from from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement (provided, however, in no event shall obtaining such consents, approvals or waivers be required as a result of condition to consummating the transactions contemplated in this AgreementOffer or Closing hereunder), (ivv) the defending subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (vvi) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, .
(b) Parent and its board of directors Merger Sub and the Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.8, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its board advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to or received from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, (y) as necessary to address good faith legal privilege or confidentiality concerns and (z) as necessary to comply with applicable Law. Neither Parent and Merger Sub nor the Company shall consent to any voluntary extension of directors shall, if any state takeover statute statutory deadline or similar statute waiting period or regulation is or becomes applicable to any voluntary delay of the Merger, consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned).
(c) Each of Parent and Merger Sub and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division, or any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent and Merger Sub or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Person that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement unless, except where prohibited by Law, it so consults with the other party in advance and, to the extent not prohibited by the FTC, the Antitrust Division, or such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use its commercially reasonable efforts (i) to enable resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation or merger control Law, including (subject to first having used commercially reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding, and (ii) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and or the other transactions contemplated by this Agreement and to be consummated have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as promptly as practicable on to permit consummation of the terms transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (AMICAS, Inc.), Merger Agreement (Emageon Inc)
Reasonable Efforts. Upon (a) Subject to the terms and conditions of this Agreement (including Section 7.4 hereof) and applicable law, and (with respect to Parent) subject to the conditions set forth in this Agreementlast proviso of the following sentence, each of the parties agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (A) the preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (B) seeking to have such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (C) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Consideration; (D) using commercially reasonable efforts to accomplish the following: (i) the taking of obtain all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, required consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and authorizations from to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entities Entity or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the making of transactions contemplated hereby to be fully satisfied; (E) filing all necessary registrations, declarations pre- merger notification and filings (including registrations, declarations report forms required under the Xxxx-Xxxxx Act and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary responding to avoid any suit, claim, action, investigation or proceeding requests for additional information made by any Governmental Entity, Entity pursuant to the Xxxx-Xxxxx Act; (iiiF) using commercially reasonable efforts (which in the obtaining case of all consents, approvals or waivers from third parties required as a result Parent do not require the commencement of litigation) to cause the transactions contemplated in this Agreement, (iv) the defending lifting of any suits, claims, actions, investigations permanent or proceedings, whether judicial preliminary injunction or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated (an "Injunction") of any type referred to in Section 8.2(d), 8.3(d) or reversed 8.4(d); (G) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; and (vH) the execution or delivery of any additional instruments reasonably necessary in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated byhereby; provided, however, that in making any such filing and in order to fully carry out obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the purposes oflifting of any Injunction referred to in this sentence, this Agreement. In connection with (x) neither the Company, nor Liberty Media, nor Parent, nor any of their respective Affiliates shall be required to (and without limiting the foregoingprior written consent of Liberty Media and Parent, Parent and its board of directors and the Company and its board Affiliates shall not): (i) pay any consideration; (ii) surrender, modify or amend in any substantive respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of directors shallits assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Entity or other Person that are materially adverse or burdensome; (y) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in Section 8.3(e); and (z) Liberty Media and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its Subsidiaries shall not be required to take any state takeover statute such action, or similar statute any other action pursuant to this Section 3.4, except to the extent that such action is required by statute, rule or regulation is to be taken by or becomes applicable in the name of Parent or such Subsidiary (as opposed to by or in the Merger, this Agreement name of Liberty Media or any of the Company or a Subsidiary thereof) in connection with the transactions contemplated by this AgreementAgreement and, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contraryin such event, nothing in this Agreement Parent (or such Subsidiary of Parent) shall be deemed required only to require Parent make filings and statements of fact and shall not under any circumstances be required to commit or the Company be committed to agree take or refrain from taking any action or be subject to any divestiture by itself restriction that relates to any business, asset, liability, operation or employee of Parent or any of its affiliates of shares of capital stock Subsidiaries. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.
(b) The Company will take all reasonable steps to (i) exempt the Merger from the requirements of any business, assets applicable state takeover law and (ii) assist in any challenge by Parent or property, Liberty Media to the validity or applicability to the imposition Merger of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockstate takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Media Corp /De/), Merger Agreement (Four Media Co)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent will use its commercially their reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, doing all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, including using commercially reasonable efforts to accomplish each of Parent and the following: Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the taking HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable
(1) promptly notify the other party of all reasonable acts necessary to cause any communication from the conditions precedent set forth in Article VI to be satisfiedFTC, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid Antitrust Division or any suit, claim, action, investigation State Attorney General or proceeding by any other Governmental Entity, and subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing and to accept all reasonable additions, deletions or changes suggested in connection therewith; (iii2) the obtaining with respect to this Transaction not agree to participate in any substantive meetings or discussions with any Governmental Entity in respect of all consentsany filings, approvals investigations, or waivers from third parties required as a result of inquiry concerning the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement or unless it consults with the consummation other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (3) with respect to this Transaction furnish the other party's counsel, subject to appropriate confidentiality procedures, with copies of all correspondence, filings, and communications (and memoranda setting forth the transactions contemplated hereby, including seeking to have substance thereof) between them and their respective representatives and any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and their respective staffs.
(vb) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of obtaining financing in connection with the transactions contemplated by this Agreement, at the reasonable request of Parent, the Company (i) agrees to enter into such agreements, agrees to use its commercially reasonable best efforts to enable deliver such officers certificates and opinions as are customary in a financing and as are, in the good faith determination of the persons executing such officers' certificates or opinions, accurate, and agrees to pledge, grant security interests in, and otherwise grant liens on, its assets pursuant to such agreements as may be reasonably requested, provided that no obligation of the Company under any such agreement, pledge, or grant shall be effective until the Effective Time; provided, that, all expenses, liabilities or costs of the Company incurred in connection herewith shall be the responsibility of Parent and any obligations entered into in connection herewith are terminated in the event this Agreement is terminated in accordance with its terms and (ii) with reasonable assurances of confidentiality acceptable to the Company will provide to the lenders specified by Parent financial and other information in the Company's possession with respect to the Company, Spinco, the Merger and the other transactions contemplated by this Agreement Transaction, will make the Company's senior officers and financial and accounting personnel reasonably available to be consummated as promptly as practicable on assist such lenders, and otherwise will cooperate in connection with the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control consummation of such assets, properties and stockfinancing.
Appears in 2 contracts
Samples: Merger Agreement (Kellogg Co), Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anysuch as those referred to in Sections 3.01(d)(1)-(5) and 3.02(c)(1)-(5)) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all consentsnecessary waivers, consents or approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either Bethlehem or the Company to effect the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Bethlehem's prior written consent, commit to any divestiture transaction, and neither Bethlehem nor any of its affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its businesses, product lines or assets or any of the businesses, product lines or assets of Bethlehem or any of its affiliates or that otherwise would have a material adverse effect on Bethlehem.
(b) In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors shall, if any Directors shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Agreement, or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, or any other transaction contemplated by this Agreement, use its commercially reasonable efforts take all action necessary to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties Merger and stockthe other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Lukens Inc), Merger Agreement (Bethlehem Steel Corp /De/)
Reasonable Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effectiveeffective the Merger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall be entitled to (nor shall Parent or any of its Subsidiaries be required to) divest or hold separate or otherwise take or commit to take any action that limits the Parent's or the Surviving Corporation's freedom of action with respect to, or ability to retain, the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without the Parent's prior written consent (which may be withheld in the most expeditious manner practicableParent's sole and absolute discretion). Nothing in this Agreement shall require the Parent to commence Litigation to remove any Restraint issued under any antitrust law.
(b) Prior to the Closing, each party shall promptly consult with the other parties to this Agreement with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Merger and the other transactions contemplated by this AgreementTransactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, including using commercially reasonable efforts then such party shall endeavor in good faith to accomplish the following: (i) the taking of all reasonable acts necessary to make, or cause the conditions precedent set forth in Article VI to be satisfiedmade, (ii) as soon as reasonably practicable and after consultation with the obtaining other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties Company Permits are required as a result of the transactions contemplated in this Agreement, (iv) the defending execution of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byCompany shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to fully carry out the purposes ofeffect such transfers, this Agreement. amendments or modifications.
(c) In connection with and without limiting the foregoing, Parent and its board of directors and the Parent, the Company and its board their respective boards of directors shall, if any state shall (i) take all action necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by Transactions and (ii) if any takeover statute or similar statute becomes applicable to this Agreement or any of the Transactions, take all action necessary to ensure the Transactions are completed as soon as practicable.
(d) Unless the statute of limitations will bar the bringing of such claim after the termination of this Agreement, use its commercially reasonable efforts to enable the Merger and the no party shall, directly or indirectly, bring or initiate (including by counterclaim or impleader) any litigation or other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent action before a Governmental Entity or the Company to agree to any divestiture by itself arbitration against another party or any of its affiliates of shares of capital stock involving or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct affecting their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Printcafe Software Inc), Merger Agreement (Electronics for Imaging Inc)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 4.3, the Board of Directors of the Company approves or recommends a superior proposal, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding, but not limited to: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with the HSR Act, state takeover statutes and Gaming Laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing.
(b) The Company shall use all reasonable efforts not to take any action that, Parent and in any such case, might reasonably be expected to (i) cause any of its board of directors and the Company and its board of directors shall, if any state takeover statute representations or similar statute or regulation is or becomes applicable to the Merger, warranties contained in this Agreement that is qualified as to materiality to be untrue, (ii) cause any of its representations or warranties contained in this Agreement that is not so qualified to be untrue in any material respect, (iii) result in a breach of any covenant made by it in this Agreement, (iv) result directly or indirectly in any of the transactions contemplated by this Agreement, use its commercially reasonable efforts conditions to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing set forth in this Agreement shall be deemed to require Parent Article VI not being satisfied or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on (v) impair the ability of any the parties to consummate the Merger at the earliest practicable time (regardless of them to conduct their business whether such action would otherwise be permitted or to own or exercise control of such assets, properties and stocknot prohibited hereunder).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itt Corp /Nv/), Merger Agreement (Itt Corp /Nv/)
Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, prior to the Effective Time, each of the parties agrees to party will use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effectiveunder applicable Laws to, in the most expeditious manner practicable, (i) consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement; provided, including using commercially reasonable efforts that nothing in this Section 7.6 shall require Parent or Purchaser to accomplish keep the following: (i) Offer open beyond the taking of all reasonable acts necessary to cause the conditions precedent expiration date set forth in Article VI the Offer (as it may be extended from time to be satisfied, time); (ii) the obtaining of obtain all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (viv) the execution execute or delivery deliver of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 7.6(c) require Parent to take any action that is reasonably likely to materially and adversely affect the Table of Contents benefits expected to be derived by Parent or its Affiliates as a result of the transactions contemplated hereby or would be reasonably expected to materially and adversely affect Parent or its Affiliates following the consummation of the Offer or the Merger. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Law is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its all commercially reasonable efforts to enable ensure that the Offer, the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Law on the Offer, nothing in the Merger, this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Gsi Group Inc), Merger Agreement (Excel Technology Inc)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth of this Agreement and applicable law, in this Agreementconnection with an Exchange, each of the parties agrees to Eligible Holder exercising its Exchange Right and Silver King shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective such Exchange as soon as reasonably practicable following the most expeditious manner practicable, the Merger and the other transactions contemplated receipt or delivery by this AgreementSilver King of an Exchange Notice, including using commercially such actions or things as Silver King or such Eligible Holder may reasonably request in order to cause the consummation of an Exchange following the receipt or delivery by Silver King of an Exchange Notice. Without limiting the generality of the foregoing, such Eligible Holder and Silver King shall (and shall cause their respective subsidiaries, and use their reasonable efforts to accomplish the following: cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity in connection with an Exchange; (iii) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any of the taking foregoing; and (iv) in general, consummating and making effective the transactions contemplated hereby; provided, however, that, other than in connection with the performance of all reasonable acts necessary its obligations with respect to cause the consummation of a Restructuring Transaction as provided in Section 7.5(b), in order to obtain any such Consent, or the lifting of any injunction or order referred to in clauses (i) and (ii) of this sentence, neither such Eligible Holder nor Silver King shall be required to (x) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any conditions precedent set forth in Article VI or requirements which could reasonably be expected to be satisfiedmaterially adverse or burdensome to its respective businesses, assets, financial condition or results of operations, or (y) amend, or agree to amend, in any material respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with an Exchange, each of Silver King and the applicable Eligible Holder shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.
(b) In addition to the foregoing paragraph (a), Silver King shall take such reasonable action which may be necessary in order that (i) it may validly and legally deliver fully paid and nonassessable shares of Silver King Common Stock or Silver King Class B Stock upon any surrender of shares of Surviving Common Stock or Surviving Class B Stock, as applicable, for exchange pursuant to this Agreement, (ii) the obtaining delivery of all necessary actions, waivers, consents, approvals, orders shares of Silver King Common Stock and authorizations Silver King Class B Stock in accordance with this Agreement is exempt from Governmental Entities the registration or qualification requirements of the Securities Act and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entitiesapplicable state securities laws or, if any) no such exemption is available, that the offer and Exchange of such shares of Silver King Common Stock and Silver King Class B Stock have been duly registered or qualified under the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntitySecurities Act and applicable state securities laws, (iii) the obtaining shares of all consentsSilver King Common Stock (including the shares of Silver King Common Stock issuable upon conversion of any shares of Silver King Class B Stock), approvals delivered upon such Exchange are listed for trading on the Nasdaq National Market or waivers from third parties required as on a result national securities exchange (upon official notice of the transactions contemplated in this Agreement, issuance) and (iv) the defending shares of Silver King Common Stock or Silver King Class B Stock, as applicable, delivered upon such Exchange are free of preemptive rights and any suits, claims, actions, investigations liens or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or adverse claims (other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or than any of the transactions contemplated foregoing created or caused by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing Person receiving such shares in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockExchange).
Appears in 2 contracts
Samples: Exchange Agreement (HSN Inc), Exchange Agreement (Diller Barry)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties agrees to hereto shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially its reasonable efforts to accomplish the following: obtain all necessary or appropriate waivers, consents and approvals, to effect all necessary registrations, filings and submissions (including, but not limited to, (i) filings under the taking HSR Act and any other submissions requested by the Federal Trade Commission or Department of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, Justice and (ii) such filings, consents, approvals, orders, registrations and declarations as may be required under the obtaining laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any assets) and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible, subject to the other terms and conditions hereof).
(b) Each of the parties hereto will keep the other party apprised of the status of matters relating to the completion of the transactions contemplated hereby. Subject to applicable laws relating to the exchange of information, each of the Company and Parent shall have the right to review in advance, and will consult with the other with respect to, all necessary actionsinformation relating to the other party and each of their respective subsidiaries, which appears in any waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary orders, registrations, filings, submissions or declarations and filings (including registrations, declarations and filings made with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or written materials submitted to avoid any suit, claim, action, investigation third party or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated government entity in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. In exercising the foregoing right, use its commercially reasonable efforts each of the parties hereto agrees to enable the Merger act reasonably and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on practicable.
(c) Notwithstanding the terms contemplated by foregoing, the Company shall not be obligated to use its reasonable efforts or take any action pursuant to this Agreement. Notwithstanding anything herein Section 6.3 if in the opinion of the Board of Directors after consultation with its counsel such actions would be inconsistent with its fiduciary duties to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockCompany's stockholders under applicable law.
Appears in 2 contracts
Samples: Merger Agreement (General Housewares Corp), Merger Agreement (CCPC Holding Co Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, including all Necessary Consents, and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Managers shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything the foregoing, or any other covenant herein to contained, in connection with the contraryreceipt of any necessary approvals under the HSR Act or any comparable laws of foreign jurisdictions, nothing in this Agreement neither Parent nor the Company shall be deemed required to require Parent divest or hold separate or otherwise take or commit to take any action that limits Parent’s or the Company’s freedom of action with respect to, or their ability to retain, the Company to agree to or any divestiture by itself portions thereof or any of its affiliates of shares of capital stock or of any businessthe businesses, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assetsproduct lines, properties and stockor assets of the Company or Parent.
Appears in 2 contracts
Samples: Merger Agreement (Millennium Ethanol, LLC), Merger Agreement (US BioEnergy CORP)
Reasonable Efforts. Upon (a) Subject to the terms and conditions of this Agreement (including Section 7.4 hereof) and applicable law, and (with respect to Parent) subject to the conditions set forth in this Agreementlast proviso of the following sentence, each of the parties agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable (or, with respect to ministerial actions required of Parent or its directors, officers, employees or agents, promptly), including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (A) the preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (B) seeking to have such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (C) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Consideration; (D) using commercially reasonable efforts to accomplish the following: (i) the taking of obtain all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, required consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary waivers, licenses, permits, authorizations, registrations, declarations and filings (including registrationsqualifications, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated permission or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated action by, and to fully carry out the purposes of, this Agreement. In connection give all required notices to and to make all required filings with and without limiting the foregoingapplications and submissions to, Parent and its board of directors and the Company and its board of directors shallany Governmental Entity or other Person, if any state takeover statute or similar statute or regulation is or becomes applicable in each case required in order to the Merger, this Agreement or cause any of the transactions contemplated by this Agreement, use its commercially reasonable efforts conditions to enable each other party's obligation to consummate the Merger and the other transactions contemplated by this Agreement hereby to be consummated as promptly as practicable on fully satisfied; (E) filing all pre-merger notification and report forms required under the terms contemplated Hart-Xxxxx Xxx and responding to any requests for additional information made by this Agreement. Notwithstanding anything herein any Governmental Entity pursuant to the contrary, nothing Hart-Xxxxx Xxx; (F) using commercially reasonable efforts (which in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.case of
Appears in 2 contracts
Samples: Merger Agreement (Liberty Media Corp /De/), Merger Agreement (Video Services Corp)
Reasonable Efforts. (a) Upon and subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement, including using commercially reasonable efforts to accomplish take the followingfollowing actions: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Offer Conditions to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholders Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate consum mate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholders Agreement. In connection with and without limiting the foregoing, Parent but subject to the terms and its board of directors and conditions hereof, 38 the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholders Agreement or any of the other transactions contemplated by this Agreement or the Stockholders Agreement, use its commercially all reasonable efforts to enable ensure that the Offer, the Merger and the other transactions contemplated by this Agreement to or the Stockholders Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the Stockholders Agreement and the other transactions contemplated by this Agreement and the Stockholders Agreement. Notwithstanding anything herein .
(b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the contraryCompany, nothing of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to require Parent affect the representations, warranties, covenants or agreements of the parties or the Company conditions to agree to any divestiture by itself or any the obligations of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockparties under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Lucent Technologies Inc), Merger Agreement (Yurie Systems Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate obtain the adoption of this Agreement and make effectivethe approval of the Governance Provisions by the stockholders of the Company as contemplated by Sections 4.1(a), in the most expeditious manner practicable4.1(b) and 4.2(a) hereof and to consummate, as soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including using commercially reasonable efforts including, but not limited to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iia) the obtaining of all necessary actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with the HSR Act), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Distribution Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and delivery of any of additional instruments necessary to consummate the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement and the Distribution Agreement and (e) causing all conditions to enable the parties' obligations to consummate (i) the Merger set forth in Article 4 hereof and (ii) the other transactions contemplated by this Distribution set forth in Section 2.1(b) of the Distribution Agreement to be consummated as promptly as practicable on satisfied. The Company and UNITRIN, upon the terms contemplated by this Agreement. Notwithstanding anything herein other's request, shall provide all such information reasonably necessary to accomplish the foregoing concerning the party's business and affairs to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother party.
Appears in 2 contracts
Samples: Merger Agreement (Unitrin Inc), Merger Agreement (Curtiss Wright Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be takentaken (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: Lease and the Management Agreement, including, without limitation, (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from the Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with the Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain "Licenses" (as hereinafter defined) or waivers from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityAuthority (including in respect of any pari-mutuel or gaming laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations or proceedingsProceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, (iv) IWRA's introduction and facilitation of discussions between HBR and any third parties reasonably requested by HBR, including, without limitation, the Iowa Greyhound Association and all other Persons involved in the dog racing activities conducted at the Property, and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding the foregoing, Parent the parties acknowledge that HBR and its board "Affiliates" (as defined below) are not obligated by any provision of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreementobtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization with respect to any limited partner of any Affiliate of HBR. Notwithstanding anything Nothing herein to the contrary, nothing in this Agreement shall be deemed to require Parent HBR or the Company to agree to any divestiture by itself IWRA or any of its affiliates their respective Affiliates to take any steps (including without limitation the expenditure of shares funds) or provide any information to obtain any consent, approval, license, waiver, order, decree, determination of capital stock suitability or other authorization, other than is customary in the State of Iowa for such matters or are reasonably required to carry out the intent of this Agreement. As used in this section, an "AFFILIATE" of any businessPerson means another Person that, assets directly or propertyindirectly, through one or more intermediaries, controls, is controlled by, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise is under common control of with, such assets, properties and stockfirst Person.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Harveys Casino Resorts), Purchase and Sale Agreement (Harveys Casino Resorts)
Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including using commercially reasonable efforts to accomplish the following: (i) the taking of preparing and filing as promptly as practicable all reasonable acts documentation to effect all necessary applications, notices, petitions, filings and other documents and to cause the conditions precedent set forth in Article VI obtain as promptly as practicable (A) all Necessary Consents and (B) all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be satisfiedobtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (other than such consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances, the failure of which to obtain would not have a Material Adverse Effect on the Company or Buyer, as the case may be) (collectively, the "REQUIRED APPROVALS") and (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suitobtain all such Necessary Consents and the Required Approvals , claim, action, investigation or proceeding by any Governmental Entity, and (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; provided, however, that notwithstanding anything to the contrary contained in this Section 6.3 or elsewhere in this Agreement, neither Buyer or the Company shall be required to take any action or do any thing if the Board of Directors of Buyer or the Board of Directors of the Company, respectively, determines in good faith, after consultation with outside counsel, that the taking of such action or the doing of such thing would be inconsistent with its fiduciary duties to Buyer's or the Company's stockholders, respectively, under applicable law. In furtherance and not in limitation of the foregoing, each of Buyer and the Company agrees (vi) to make, as promptly as practicable, (A) an appropriate filing of a Notification and Report Form pursuant to the execution or delivery of any additional instruments reasonably necessary HSR Act with respect to consummate the transactions contemplated byhereby, if such filing of a notification and report form is required by the HSR Act, and to fully carry out the purposes of, this Agreement. In connection (B) all other necessary filings with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable other Governmental Entities relating to the Merger, this Agreement and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such Governmental Entities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act, if applicable, and the receipt of Required Approvals under such other laws or from such Governmental Entities as soon as practicable and (ii) not to extend any of waiting period under the HSR Act, if applicable, or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable except with the Merger and prior written consent of the other transactions contemplated by this Agreement to parties hereto (which consent shall not be consummated as promptly as practicable on the terms contemplated by this Agreementunreasonably withheld or delayed). Notwithstanding anything herein to the contrary, nothing contrary in this Agreement Agreement, neither Buyer nor the Company nor any of their respective Subsidiaries shall be deemed required to require Parent hold separate (including by trust or otherwise) or to divest or agree to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Buyer (assuming the Merger has been consummated) or to substantially impair the benefits to Buyer, as of the date hereof, to be realized from consummation of the Merger, and neither Buyer or the Company shall be required to agree to or effect any divestiture by itself divestiture, hold separate any business or take any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation other action that is not conditional on the ability consummation of any of them to conduct their business or to own or exercise control of such assets, properties and stockthe Merger.
Appears in 2 contracts
Samples: Merger Agreement (Lightspan Inc), Merger Agreement (Plato Learning Inc)
Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed hereby and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Seebeyond Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth of this Agreement and applicable law, in this Agreementconnection with an Exchange, each of the parties agrees to holder exercising an Exchange and HSN shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective such Exchange as soon as reasonably practicable following the most expeditious manner practicable, the Merger and the other transactions contemplated receipt or delivery by this AgreementHSN of an Exchange Notice, including using commercially such actions or things as HSN or such holder may reasonably request in order to cause the consummation of an Exchange following the receipt or delivery by HSN of an Exchange Notice. Without limiting the generality of the foregoing, such holder and HSN shall (and shall cause their respective subsidiaries, and use their reasonable efforts to accomplish the following: cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to, and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity in connection with an Exchange; (iii) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any of the taking foregoing; and (iv) in general, consummating and making effective the transactions contemplated hereby; provided, however, that, in order to obtain any such Consent, or the lifting of all reasonable acts necessary any injunction or order referred to cause in clauses (i) and (ii) of this sentence, neither such holder nor HSN shall be required to (x) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any conditions precedent set forth in Article VI or requirements which could reasonably be expected to be satisfiedmaterially adverse or burdensome to its respective businesses, assets, financial condition or results of operations, or (y) amend, or agree to amend, in any material respect any Contract. Prior to making any application to, or filing with any Governmental Entity or other person or entity in connection with an Exchange, each of HSN and the applicable holder shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.
(b) In addition to the foregoing paragraph (a), HSN shall take such reasonable action which may be necessary in order that (i) it may validly and legally deliver fully paid and nonassessable shares of HSN Common Stock or HSN Class B Stock upon any surrender of LLC Shares or shares of a Newco, as applicable, for exchange pursuant to this Agreement, (ii) the obtaining delivery of all necessary actions, waivers, consents, approvals, orders shares of HSN Common Stock and authorizations HSN Class B Stock in accordance with this Agreement is exempt from Governmental Entities the registration or qualification requirements of the Securities Act and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entitiesapplicable state securities laws or, if any) no such exemption is available, that the offer and Exchange of such shares of HSN Common Stock and HSN Class B Stock have been duly registered or qualified under the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntitySecurities Act and applicable state securities laws, (iii) the obtaining shares of all consentsHSN Common Stock (including the shares of HSN Common Stock issuable upon conversion of any shares of HSN Class B Stock), approvals delivered upon such Exchange are listed for trading on the Nasdaq National Market or waivers from third parties required as on a result national securities exchange (upon official notice of the transactions contemplated in this Agreement, issuance) and (iv) the defending shares of HSN Common Stock or HSN Class B Stock, as applicable, delivered upon such Exchange are free of preemptive rights and any suits, claims, actions, investigations liens or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or adverse claims (other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or than any of the transactions contemplated foregoing created or caused by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing Person receiving such shares in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockExchange).
Appears in 2 contracts
Samples: Exchange Agreement (Tele Communications Inc /Co/), Exchange Agreement (Usa Networks Inc)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, including, with regard to the Company, Section 4.2, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding, but not limited to: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including those in connection with the HSR Act and State Takeover Approvals), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company shall cooperate with each other in connection with the making of such filings, including providing copies of all such documents to the non-filing party and its board of directors shalladvisors prior to filing and, if requested, accepting all reasonable suggestions in connection therewith.
(b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any state takeover statute analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or similar statute submitted by or regulation is in behalf of any party hereto in connection with proceedings under or becomes applicable relating to the Merger, this Agreement HSR Act or any other federal, state or foreign antitrust or fair trade law. Each party shall promptly notify the other party of any communication to that party from any Governmental Entity in connection with any required filing with, or approval or review by, such Governmental Entity in connection with the transactions contemplated Merger and permit the other party to review in advance any such proposed communication to any Governmental Entity. Neither party shall agree to participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other party the opportunity to attend and participate thereat.
(c) Each party shall use its commercially all reasonable efforts to enable the Merger and the other transactions contemplated by not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be consummated as promptly as practicable on the terms contemplated untrue in any material respect or result in a material breach of any covenant made by it in this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Saks Holdings Inc), Merger Agreement (Proffitts Inc)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties to this Agreement agrees to use its all commercially reasonable efforts efforts, and to cooperate with each other parties, to take, or cause to be taken, all actions, and appropriate action to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner Transactions as promptly as practicable, the Merger including, subject to any applicable limitations set forth in this Section and the other transactions contemplated by provisions of this Agreement, including using commercially reasonable efforts to accomplish causing the following: (i) satisfaction of the taking of all reasonable acts necessary to cause the respective conditions precedent set forth in Article VI V (Conditions to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyClosing) and the taking of all reasonable steps executing and delivering such other instruments and doing and performing such other acts and things as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) reasonably desirable for effecting the obtaining of all consents, approvals or waivers from third parties required as a result consummation of the transactions contemplated Transactions.
(b) Notwithstanding anything to the contrary in this AgreementAgreement or the other Transaction Documents, (iv) in no event will the defending Company or any Purchaser or any of their respective Affiliates be obligated to litigate or participate in the litigation of any suits, claims, actions, investigations or proceedingsAction, whether judicial or administrative, brought by any Governmental Entity or appeal any order (i) challenging this Agreement or seeking to make illegal, delaying or otherwise directly or indirectly restraining or prohibiting the consummation of the transactions contemplated herebyTransactions, including (ii) seeking to have prohibit or limit in any stay respect, or temporary restraining order entered place any conditions on, the ownership or operation by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byCompany, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Purchasers or any of the transactions contemplated by this Agreementtheir respective Subsidiaries or Affiliates, use its commercially reasonable efforts (iii) seeking, directly or indirectly, to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable impose or confirm limitations on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself ability of Purchasers or any of its affiliates their Subsidiaries or Affiliates to acquire or hold, or exercise full rights of ownership of, any shares of capital stock or of any business, assets or propertythe Company, or (iv) that would reasonably be expected to impede, interfere with, prevent or materially delay the imposition Transactions or that would reasonably be expected to dilute the benefits to Purchasers of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockTransactions.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Liberated Syndication Inc.), Stock Purchase Agreement (Liberated Syndication Inc.)
Reasonable Efforts. Upon On the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Exchange, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (vd) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein the foregoing, no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates subsidiaries in order to attain any such consent, approval or authorization without the prior written consent of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockAcquiror.
Appears in 2 contracts
Samples: Share Exchange Agreement (Pierre Foods Inc), Share Exchange Agreement (Pf Management Inc)
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein (including Section 5.1), each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective as soon as reasonably practicable the Merger and the other transactions contemplated by Transactions and, in the case of Newco, the debt and equity financing required to consummate the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including using commercially the proper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable efforts shall include reasonable efforts to accomplish obtain all necessary consents, approvals or waivers from third parties (including any required consents of holders of securities of the following: (iCompany) the taking of all reasonable acts and Governmental Entities necessary to cause the conditions precedent set forth in Article VI consummation of the Transactions.
(b) The Company shall give and make all required notices and reports to the appropriate persons with respect to the Permits (including the Liquor Licenses) and Environmental Permits that may be satisfiednecessary for the ownership, (ii) operation and use of the obtaining assets of Surviving Corporation after the Effective Time. Subject to the other terms of this Agreement, each of the Company and Newco shall cooperate and use their respective reasonable efforts to make all necessary actionsfilings, to obtain all actions or nonactions, waivers, consents, approvals, and orders and authorizations from of Governmental Entities necessary to consummate the Transactions and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result . Each of the transactions contemplated parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without the foregoing.
(c) Without limiting the foregoing, Parent the Company shall prior to the Effective Time cooperate with Newco in any manner reasonably requested by Newco in connection with obtaining the regulatory approvals as may be required by any Governmental Entities to maintain in effect following the Effective Time all Liquor Licenses and its board other Permits necessary to maintain continuity of directors service of alcoholic beverages, as well as the continuity of the same forms of business operations conducted at, in or upon each property owned or leased by the Company as of the date hereof. The Company agrees to use reasonable efforts to obtain any such approvals required in respect of the Liquor Licenses and the other Permits in an expeditious manner.
(d) The Company and its board Board of directors shallDirectors shall (i) take all action within its power to make any state takeover statute or similar statute, rule or regulation inapplicable to the Merger, this Agreement, the Securities Purchase Agreement, the Voting Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute statute, rule or regulation is or becomes applicable to the Merger, this Agreement, the Securities Purchase Agreement, the Voting Agreement or any of the transactions contemplated by this Agreementother Transactions, use take all action within its commercially reasonable efforts power to enable ensure that the Merger and the such other transactions contemplated by this Agreement to Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of Merger and such assets, properties and stockother Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Mindel Laurence B), Merger Agreement (Manhattan Acquisition Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of to make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of to obtain all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of to defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution to execute or delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Israel Technology Acquisition Corp.), Merger Agreement (Israel Technology Acquisition Corp.)
Reasonable Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Parent, Purchaser and the parties agrees Company agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable (subject to any Applicable Laws) to consummate the Offer and the Merger and make effectiveeffective the Merger and the other Transactions as promptly as practicable, in including (i) the most expeditious manner practicablepreparation and filing of all forms, registrations and notices required to be filed to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) Transactions and the taking of all reasonable acts such actions as are necessary to cause the conditions precedent set forth in Article VI to be satisfiedobtain any requisite approvals, consents, Orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. The Company shall reasonably cooperate in Purchaser's efforts to obtain debt financing that is sufficient to consummate the Transactions. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of action with respect of, or their ability to retain, the Company or any of the Company Subsidiaries or any material portions thereof or any of the businesses, Product lines, properties or assets of the Company or any of the Company Subsidiaries, without Parent's prior written consent (which may be withheld in Parent's sole and absolute discretion).
(b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all necessary actionsfilings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, waiversthe Offer, consents, approvals, orders and authorizations from Governmental Entities the Merger and the making other Transactions. Each party hereto shall promptly inform the other of all necessary registrationsany communication from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, declarations then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and filings after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including registrations, declarations and filings with Governmental Entities, if anyenvironmental Permits) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties are required as a result of the transactions contemplated in this Agreement, (iv) the defending execution of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyTransactions, including seeking the Company shall and shall cause the Company Subsidiaries to have use best efforts to effect such transfers, amendments or modifications.
(c) The Company and Parent shall file as soon as practicable, but in any stay event by no later than five (5) Business Days after the delivery of the Financing Letters to the Parent, notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or temporary restraining order entered by documentation and respond as promptly as practicable to all inquiries and requests received from any court State Attorney General or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In in connection with and without limiting antitrust matters. Concurrently with the foregoingfiling of notifications under the HSR Act or as soon thereafter as practicable, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Parent shall each request early termination of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable HSR Act waiting period.
(d) Notwithstanding the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contraryforegoing, nothing in this Agreement shall be deemed to require Parent or Purchaser to commence any litigation against any entity in order to facilitate the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability consummation of any of them to conduct their business the Transactions or to own or exercise control defend against any litigation brought by any Governmental Entity seeking to prevent the consummation of such assets, properties and stockany of the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (McGuire Acquisition Inc), Merger Agreement (Data Research Associates Inc)
Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed hereby and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Captaris Inc), Merger Agreement (Castelle \Ca\)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents listed in Schedule 2.5 of the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Merger Agreement (Ithaka Acquisition Corp), Agreement and Plan of Merger (Ithaka Acquisition Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Seller Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and (vi) the separation of the Company’s IT functions from the IT functions of Seller and AHL. In connection with and without limiting the foregoing, Parent at Closing Buyer shall send a termination letter to Continental in substantially the form of Exhibit A attached to the Investment Management Trust Agreement by and between Buyer and Continental dated as of February 5, 2007. In connection with and without limiting the foregoing, Buyer and its board of directors and the Company Seller and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Acquisition and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent Buyer or the Company Seller to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Stock Purchase Agreement (Union Street Acquisition Corp.)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties agrees Company, Parent and Merger Sub agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as any party hereto may reasonably request in order to cause any of the conditions to any other party's obligation to consummate such transactions specified in Article VII and Annex A to be fully satisfied, and to promptly cooperate with and furnish information to each other in connection with any requirements imposed upon any of them with respect thereto. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing of any documents with the Commission contemplated hereby (including any necessary amendments or supplements); (ii) using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and authorizations from Governmental Entities and the making of giving all necessary registrations, declarations notices to and filings (including registrations, declarations and making all necessary filings with and applications and submissions to, any Governmental EntitiesEntity or other Person required to be obtained or made by Parent, if any) and Merger Sub, the Company or any of their Subsidiaries in connection with the Offer, the Merger or the taking of any action contemplated thereby or by this Agreement; (iii) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx- Xxxxx Act; (iv) using commercially reasonable steps efforts to lift any Injunction of any type referred to in Section 7.1(c); (v) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any of the foregoing; and (vi) in general, using commercially reasonable efforts to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of consummate and make effective the transactions contemplated thereby; provided, however, that in making any such filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in this sentence, (A) no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, any of its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; (B) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in paragraphs (a), (b) or (c) of Annex A; and (C) without Parent's prior consent, the Company shall not, and shall not permit any of its Subsidiaries to, amend any material License or material Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, (iv) each party shall provide the defending of other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. In case at any suits, claims, actions, investigations time after the Effective Time any further action is necessary or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking desirable to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the proper officers and directors of each party to this Agreement then in office shall use its commercially their reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of take all such assets, properties and stockaction.
Appears in 1 contract
Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to hereto will use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Reorganization and the other transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article 7 to be consummated as promptly as practicable on fully satisfied. Without limiting the terms generality of the foregoing, the parties will (and will cause their respective directors, officers and subsidiaries, and use their reasonable best efforts to cause their respective affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity of competent jurisdiction (an "Injunction") of any type referred to in Section 7.1(b); and (iii) in general, consummating and making effective the transactions contemplated by this Agreement. Notwithstanding anything herein hereby; provided, however, that in order to the contraryobtain any consent, nothing in this Agreement shall be deemed to require Parent approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the Company lifting of any Injunction referred to in clause (i) or (ii) of this sentence, no party will be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which, individually or of any businessin the aggregate, assets or property, or the imposition of any material limitation would have a Material Adverse Effect on the ability of Company or ICG. Prior to making any of them application to conduct their business or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party with drafts thereof and afford the other party a reasonable opportunity to own or exercise control of comment on such assets, properties and stockdrafts.
Appears in 1 contract
Samples: Reorganization Agreement (Icg Holdings Canada Co /Co/)
Reasonable Efforts. Upon (a) Subject to the terms other provisions of this Agreement (including any other level of efforts specified in the other Sections of this Agreement with respect to the matters contemplated by such other Sections, including Section 7.12), each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use their reasonable efforts (i) 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 or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (ii) 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 the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Subject to the other provisions of this Agreement (including any other level of efforts specified in the other Sections of this Agreement with respect to the matters contemplated by such other Sections, including Section 7.12), the parties hereto shall cooperate with each other and use reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable after the date hereof (and, in any event, within fifteen (15) Business Days following the date hereof). Parent and the Company shall keep the other party reasonably informed and promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed or conditioned.
(b) Subject to the other provisions of this Agreement (including any other level of efforts specified in the other Sections of this Agreement with respect to the matters contemplated by such other Sections, including Section 7.12), each of Parent and the parties Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as practicable after the most expeditious manner practicable, the Merger and the other transactions contemplated by date of this Agreement, the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) modify or amend any Contracts, plans or arrangements to which Parent or the taking of all reasonable acts Company is a party (to the extent permitted by the terms thereof) if necessary in order to cause satisfy the conditions precedent set forth in Article VI to be satisfiedVIII hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the obtaining ability of all necessary actionsthe parties to consummate the transactions contemplated hereby, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consentsdefend any litigation seeking to enjoin, approvals prevent or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or delay the consummation of the transactions contemplated hereby, including hereby or seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdamages.
Appears in 1 contract
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) in the taking case of all reasonable acts necessary to Seller, cause the conditions precedent set forth in Article VI Sections 8.1 and 8.3 to be satisfied, and in the case of Purchaser, cause the conditions precedent set forth in Sections 8.1 and 8.2 to be satisfied; (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, waiting period expirations or terminations, orders and authorizations from Governmental Entities Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthority, if any) and the taking of take all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Proceeding by any Governmental Entity, Authority; (iii) the obtaining of obtain all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, Required Consents; (iv) the defending of defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed; and (v) the execution or delivery of any additional execute and/or deliver such other instruments as may be reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Purchaser, Seller, the Company or any of their Subsidiaries or Affiliates to agree to any divestiture (i) divestiture, sale, hold separate, or licensing by itself or any of its affiliates of any shares of capital stock or other equity or of any business, assets or assets, intellectual property, or other property of Purchaser, the Company, or any of their respective Subsidiaries or Affiliates, or (ii) other than the provisions of Section 7.14 and the matters referred to therein, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockstock or equity (collectively, the actions described in clauses (i)-(ii) are the “Remedies”) in order to comply with Legal Requirements or in order to obtain any clearances, consents, approvals, or waiting period expirations or terminations from any Governmental Authority. Seller shall not, and shall cause the Company and its Subsidiaries not to, offer, discuss, or agree to any Remedies with any Governmental Authority or other third parties without Purchaser’s prior written consent. Seller shall not be required to agree to or implement any Remedies that are not contingent on Closing.
Appears in 1 contract
Reasonable Efforts. Upon Each party to this Agreement agrees that it will not voluntarily undertake any course of action inconsistent with the terms provisions of this Agreement and subject to the conditions set forth in this Agreement, each of the parties agrees to will use its commercially reasonable efforts Reasonable Efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper proper, or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: including, without limitation, (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth cooperation in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, determining whether any consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrationsorders, declarations and filings (including registrationsauthorizations, declarations and filings waivers, declarations, filings, registrations or other obligations of, with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) Entity or third Person are required in connection with the obtaining of all consents, approvals or waivers from third parties required as a result consummation of the transactions contemplated in this Agreementhereby; (ii) Reasonable Efforts to obtain any such consents, approvals, orders, authorizations, and waivers and to effect any such obligations, declarations, filings, and registrations; (iii) Reasonable Efforts to cause to be lifted or rescinded any judgment, decree, injunction or restraining order or other order restricting, preventing, prohibiting or otherwise adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) the defending of any suitsReasonable Efforts to defend, claimsand cooperation in defending, actions, investigations all lawsuits or proceedings, whether judicial or administrative, other legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to Additionally, if, after the contraryClosing Date, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself either Seller (or any of its affiliates of shares of capital stock Affiliates) or of any business, assets Buyer (or property, or the imposition of any material limitation on the ability of any of them its Affiliates, including any of the Companies) receives any payment or other benefit from a third Person that is owed to conduct their business the other party under this Agreement, including but not limited to, any amounts included in the Retained Accounts Receivable, Seller or Buyer, as applicable, will promptly pay that amount or benefit over to own or exercise control of such assets, properties and stockthe party to which it is owed.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Crosstex Energy Lp)
Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of effective the transactions contemplated hereby, including seeking to have cause all conditions to the obligations of the other parties hereto to effect the Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that no party shall be deemed to require Parent or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Purchaser, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any material limitation on the ability of any of them Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Purchaser, the business of the Company and its Subsidiaries, or (z) the imposition of any impediment on Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (x), properties and stock(y) or (z), an “Action of Divestiture”). Nothing herein shall require any party to litigate with any Governmental Entity.
Appears in 1 contract
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Merger Agreement (Services Acquisition Corp. International)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, including without limitation the filing referred to in Schedule 2.2 of the Company Disclosure Schedule, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents of RBC Centura Bank and Oracle Credit Corporation referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cea Acquisition Corp)
Reasonable Efforts. Upon Without in any way limiting any other respective obligation of the terms and subject to the conditions set forth Company or any Backstop Party in this Commitment Agreement, the Company shall use (and shall cause its Subsidiaries to use), and each of the parties agrees to use its Backstop Party shall use, commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable in order to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementCommitment Agreement and the Plan, including using commercially reasonable efforts to accomplish the following: in:
(i) the taking of timely preparing and filing all reasonable acts documentation reasonably necessary to cause the conditions precedent effect all necessary notices, reports and other filings of such Party and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or Governmental Entity;
(ii) except as set forth in Article VI to be satisfiedSection 6.4(e), defending any Legal Proceedings challenging (A) this Commitment Agreement, the Plan or any other Plan Document, (iiB) the obtaining of all necessary actionsBCA Approval Order, waiversthe Disclosure Statement Order, consentsthe Rights Offering Procedures Order, approvals, orders and authorizations from Governmental Entities and or the making of all necessary registrations, declarations and filings Confirmation Order or (including registrations, declarations and filings with Governmental Entities, if anyC) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and
(iii) working together in good faith to finalize the New NII Common Stock, Registration Rights Agreement, Reorganized NII Corporate Documents, Plan Documents and (v) all other documents relating thereto for timely inclusion in the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable supplements to the Merger, this Agreement or any of Plan and filing with the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockBankruptcy Court.
Appears in 1 contract
Reasonable Efforts. Upon Subject to the limitations set forth in Section 5.3(b), upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious commercially reasonable manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this AgreementTransactions, (iv) the defending of responding to any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging proceedings related to this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay a request for additional information or temporary restraining order entered by any court or other Governmental Entity vacated or reversed documents, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Transactions or any of the transactions contemplated by this Agreement, use its all commercially reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties Transactions and stockthis Agreement.
Appears in 1 contract
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. ; provided, however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of Parent's, Target's or any of their respective subsidiaries' or affiliates' businesses or assets (other than de minimis divestitures of immaterial assets) or (ii) cease to conduct business or operations in any jurisdiction in which Parent, Target or any of their respective subsidiaries conducts business or operations as of the date of this Agreement.
(b) In connection with and without limiting the foregoing, Target and its Board of Directors and Parent and its board Board of directors and the Company and its board of directors shall, if any Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this AgreementAgreement or any other transaction contemplated hereby, use its commercially reasonable efforts take all action necessary to enable ensure that the Offer, the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of such assetsOffer, properties the Merger and stockthe other transactions contemplated by this Agreement.
Appears in 1 contract
Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties agrees to hereto shall use its commercially all reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially its reasonable best efforts to accomplish the following: obtain all necessary or appropriate waivers, consents and approvals, to effect all necessary registrations, filings and submissions (including, but not limited to, (i) filings under the taking HSR Act and any other submissions requested by the FCC, the PAPUC, Federal Trade Commission or Department of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedJustice, (ii) the obtaining of all necessary actionsauthorizations, waiversconsents, orders and approvals referred set forth on Schedule 4.5(b) and any other licenses, permits, consents, approvals, authorizations, qualifications and orders of federal, state, and authorizations from local Governmental Entities and parties to contracts with the making Company or any of all necessary registrations, declarations and filings (including registrations, declarations and filings its Subsidiaries as are required in connection with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking and (iii) such filings, consents, approvals, orders registrations and declarations as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries, Parent or Newco conducts any business or owns any assets) and to have lift any stay injunction or temporary restraining order entered other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). Further, each party hereto agrees to furnish to each other such information and assistance and to consult with respect to the terms of any registration, filing, application or undertaking as reasonably may be requested in connection with the foregoing.
(b) Without limiting the generality of the foregoing, each party hereto shall (i) make the filings required of it or any of its Affiliates under the HSR Act in connection with this Agreement and the transactions contemplated hereby as promptly as practicable following the date of this Agreement, but in any event, not later than the earlier of (A) the legal deadline for such filings under HSR, and (B) twenty (20) days following the date hereof, (and each such filing shall request early termination of the waiting period imposed by the HSR Act), (ii) comply at the earliest practicable date and after consultation with the other Parties hereto with any court request for additional information or documentary material received by it or any of its Affiliates from the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “Antitrust Division”) or any other Governmental Entity, (iii) cooperate with one another in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by the FTC, the Antitrust Division or any other Governmental Entity, and (iv) cause the waiting periods under the HSR Act or any other foreign antitrust merger control authority to terminate or expire at the earliest possible date. Each Party hereto shall promptly inform the other Parties of any material communication made to, or received by such Party from, the FTC, the Antitrust Division or any other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or regarding any of the transactions contemplated hereby. The filing fees under the HSR Act shall be borne by the Parent.
(c) Parent shall have primary responsibility, with the assistance and cooperation of the Company, for obtaining all authorizations, consents, orders and approvals with respect to the Licenses; provided that the Company shall have a reasonable opportunity to review and comment on any such materials prior to filing and, provided further that the Company and Parent will have joint responsibility with respect to the joint applications required for the transfer of control of the Licenses. Each of Parent and the Company will use reasonable best efforts (subject to, and in accordance with, applicable Law) to ensure that all necessary applications in connection with transfer of control of the Licenses as set forth on Schedule 6.4(c), are filed within ten (10) Business Days of the date hereof (except that transfer of control notifications that do not require affirmative approval may be filed within twenty (20) Business Days after the date hereof) and to respond as promptly as practicable to any additional requests for information received from the FCC and, the PAPUC and any other Governmental Entity.
(d) Subject to the terms and conditions of this Agreement, use its commercially reasonable efforts each of the Parties hereto shall take any and all steps necessary to avoid or eliminate any impediments under any applicable antitrust, competition or trade regulation laws that may be asserted by any Government Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent, Newco or any of their respective Subsidiaries as may be required in order to avoid the entry, or to effect the dissolution, of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing, delaying or restricting the consummation of the Merger or any transactions contemplated in this Agreement; provided that the Company shall not be permitted and the other Parent will not be required to agree to any term, condition or restriction or to amend any Company License in order to obtain any such authorizations, consents, orders or approvals if such term, condition or restriction or amendment (1) would have or would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, (2) would prevent Parent from consummating the transactions contemplated by this Agreement on the material terms set forth in this Agreement.
(e) Immediately prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, take or cause to be consummated taken all actions necessary to effect the mergers effective immediately after the Effective Time of: (i) Conestoga Management Services, Inc., a Delaware corporation, with and into its parent Conestoga Telephone and Telegraph Company, a Pennsylvania corporation, (ii) D&E Management Services, Inc., a Nevada corporation, with and into its parent Denver and Ephrata Telephone and Telegraph Company, a Pennsylvania corporation, and (iii) Buffalo Valley Mgmt Services, Inc., a Delaware corporation, with and into its parent Buffalo Valley Telephone Company, a Pennsylvania corporation, (the “Restructuring”). The Company shall, and shall cause its Subsidiaries to, execute or cause to be executed by the appropriate entities, conveyancing, assumption and such other instruments, in such forms as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed reasonably acceptable to require Parent, and take such actions as reasonable requested by Parent or in each case necessary to effect the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockRestructuring.
Appears in 1 contract
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent the Purchaser and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent the Purchaser or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Logistics Acquisition CORP)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Amended and Restated Merger Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Amended and Restated Merger Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, including but not limited to any filing under the Improvements Act and any required approvals of the insurance regulatory authorities in the State of North Carolina and the State of Indiana, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Amended and Restated Merger Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (d) providing such other information and communications to such Governmental Entities as the other party or such Governmental Entities may reasonably request, (e) cooperate with the other party in obtaining, as promptly as practicable, all actions of Governmental Entities referred to above and (vd) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Amended and Restated Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing contrary in this Agreement SECTION 8.4, Savers shall be deemed to require Parent or the Company to agree not commit to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransaction without SMC's prior consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Management Corp)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including, but not limited to the provisions of Article VI, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5(b) of the Parent Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent IGPAC and its board of directors and the Company Parent and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its their commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require IGPAC or Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Merger Agreement (Israel Growth Partners Acquisition Corp.)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgree ment, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, the Target Stockholder Agreement and the Parent Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Govern mental Entities and the making of all necessary registrations, declarations registra tions and filings (including registrations, declarations and filings with Governmental Entities, if anyincluding under the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement or the consummation of the transactions contemplated herebyby this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. , the Target Stockholder Agreement and the Parent Stockholder Agreement; provided, however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of Parent's, Target's or any of their respective affiliates' businesses or assets or (ii) cease to conduct business or operations in any jurisdiction in which Parent, Target or any of Parent's subsidiaries conducts business or operations as of the date of this Agreement.
(b) In connection with and without limiting the foregoing, Target and its Board of Directors and Parent and its board Board of directors and the Company and its board of directors shall, if any Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement or any of the other transactions contemplated by this Agreement, use its commercially reasonable efforts the Target Stockholder Agreement or the Parent Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to enable the Merger, this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement or any other transaction contemplated by this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement, the Target Stockholder Agreement to and the Parent Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein , the Target Stockholder Agreement and the Parent Stockholder Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of such assetsMerger and the other transactions contemplated by this Agreement, properties the Target Stockholder Agreement and stockthe Parent Stockholder Agreement.
Appears in 1 contract
Samples: Merger Agreement (24/7 Media Inc)
Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, effective in the most expeditious manner practicablepracticable the Investment, the Merger any Additional Sale and the other transactions contemplated hereby and by this Agreement, the Ancillary Agreements including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, brought against such party challenging this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (viii) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, (iv) the negotiating in good faith of the Note Agreement and (v) the obtaining of the Repo Financing (including, if the Repo Financing cannot be obtained from Bear Sxxxxxx, the obtaining of the Repo Financing from an alternative source). The parties will use its commercially all reasonable efforts to enable obtain, or cause to be obtained, all necessary consents, approvals or waivers from third parties to the Merger and the Investment or any Additional Sale or any other transactions transaction contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or Ancillary Agreements that does not occur at the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockClosing.
Appears in 1 contract
Samples: Investment Agreement (Brascan Corp/)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent Key and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerMergers, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Mergers and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent Key or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Key Hospitality Acquisition CORP)
Reasonable Efforts. Upon (a) On the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall use its commercially reasonable efforts to takecause the Closing to occur, including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or cause any of its affiliates with respect to be taken, all actions, the Closing.
(b) Each of Seller and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner Purchaser shall as promptly as practicable, but in no event later than seven business days following the Merger execution and the other transactions contemplated by delivery of this Agreement, including using commercially file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each of Purchaser and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Each of Seller and Purchaser shall use its reasonable efforts to accomplish obtain any clearance required under the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or HSR Act for the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided that Purchaser shall not be required to accept any conditions that may be imposed by the FTC or the DOJ in connection with such filings that would require the divestiture of any Purchaser assets or otherwise have a material adverse effect on Purchaser’s financial condition, results of operations, business or prospects.
(c) Prior to the Closing and for a period of 12 months thereafter, each party shall, and shall cause its affiliates to, use its commercially reasonable efforts at its own expense to enable obtain, and to cooperate in obtaining, all consents from third parties necessary or appropriate to permit the Merger transfer of the Acquired Assets to, and the assumption of the Assumed Liabilities by, Purchaser; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such consent may be required (other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent than nominal filing or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockapplication fees).
Appears in 1 contract
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement("Third Party Consents"), (ivii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement any of the Transaction Documents or the consummation of the transactions contemplated herebyby the Transaction Documents (such as in connection with the transfer of control of the FCC Licenses), including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (iii) the waiver from the lenders under the Credit Agreement of all prepayment premiums, penalties and fees payable under the terms of the Credit Agreement and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. Except for making the filings contemplated in Section 5.02(b), notwithstanding anything to the contrary contained in this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require obligate Parent or Sub to use reasonable efforts to obtain approval of the FCC Applications or clearance under the HSR Act and the grant of any waivers in connection therewith. However, notwithstanding the preceding sentence, Parent shall obtain approval of the FCC Applications (as defined in Section 5.02(b)) and clearance under the HSR Act and the grant of any waivers in connection therewith prior to the Termination Date (as defined in Section 7.01(b)(ii)) unless the failure to obtain such clearance, consents and waivers is primarily the result of Acts or Changes. For purposes of this Agreement "Acts or Changes" shall mean (A) acts or omissions on the part of the Company to agree to any divestiture by itself or any of its affiliates Subsidiaries in conducting their respective operations and activities other than relating to the number of shares licenses or amount of capital stock or revenues in a particular market and other than relating to the Citadel JSA, (B) a breach by the Company of any business, assets or propertyits obligations under this Agreement, or (C) a statutory change or enactment made by Congress which (1) decreases the imposition number of radio licenses which an entity may own nationally or locally or (2) adversely relates to the concentration of radio licenses which an entity may own in a market and, as a result of the change or enactment referred to in either clause (1) or (2) above, Parent's performance of its obligations under this Agreement would result in a Material Adverse Effect on Parent and its Attributable Entities, taken as a whole. For purposes of the preceding sentence, "Attributable Entities" shall mean Parent and any material limitation on entities whose radio licenses would be attributable to Parent under applicable FCC rules or regulations or under the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockHSR Act.
Appears in 1 contract
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and in connection with the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAcquisition, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Acquisition and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ascend Acquisition Corp.)
Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. ; PROVIDED, HOWEVER, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of Parent's, Target's or any of their respective subsidiaries' or affiliates' businesses or assets (other than DE MINIMIS divestitures of immaterial assets) or (ii) cease to conduct business or operations in any jurisdiction in which Parent, Target or any of their respective subsidiaries conducts business or operations as of the date of this Agreement.
(b) In connection with and without limiting the foregoing, Target and its Board of Directors and Parent and its board Board of directors and the Company and its board of directors shall, if any Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this AgreementAgreement or any other transaction contemplated hereby, use its commercially reasonable efforts take all action necessary to enable ensure that the Offer, the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of such assetsOffer, properties the Merger and stockthe other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Vivendi Universal)
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including including, without limitation, using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Sections 7, 8 and 9 to be satisfied, ; (ii) the obtaining of or making all necessary actions, waivers, consents, approvals, orders and or authorizations from Governmental Entities and the making of all necessary of, or registrations, declarations and filings (including registrations, declarations and or filings with any Governmental Entities, if any) Authority and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Action by any Governmental Entity, Authority; (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of (provided, that the transactions contemplated parties will discuss in this Agreement, good faith procedures to pursue third party consents with respect to the Merger); (iv) the defending of to lift any suitsrestraint, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court injunction or other Governmental Entity vacated or reversed legal bar to the Merger and (v) the execution executing or delivery delivering of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby, use its commercially all reasonable efforts to enable consummate the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize, to the contraryextent reasonably possible, nothing in the effect of any such Legal Requirement on the Merger, this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.
Appears in 1 contract
Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent Noble and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent Noble or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Merger Agreement (Noble Medical Technologies, Inc.)
Reasonable Efforts. Upon the terms and but subject to the conditions set forth in this Agreement, until the earlier of (a) the Shareholders Meeting and (b) the termination of this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make the Merger effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, practicable including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary and in the reasonable control of the party in question to cause the conditions precedent set forth in Article VI ARTICLE 5 to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may required to be necessary to avoid any suit, claim, action, investigation obtained or proceeding made by such party by any Governmental EntityEntity if the failure to do so would reasonably result in a Parent Material Adverse Effect or Company Material Adverse Effect, (iii) the obtaining of all consents, approvals or waivers from third parties required as necessary to consummate the Merger, other than those the failure to obtain would not reasonably be expected to cause a result of the transactions contemplated in this Agreement, Parent Material Adverse Effect or Company Material Adverse Effect (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or seeking to prohibit the consummation of the transactions contemplated herebyMerger, including seeking using commercially reasonable efforts to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or delivery of executing and delivering any additional instruments requested by any other party hereto and that are reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementMerger. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors parties hereto shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement Merger or any of the transactions contemplated by this Agreement, use its their respective commercially reasonable efforts to enable minimize the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable effect of such Legal Requirement on the terms contemplated by this Agreement. Notwithstanding anything herein parties’ ability to complete the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockMerger.
Appears in 1 contract
Reasonable Efforts. Upon Subject to the express provisions of Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, qualifications, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties required as will discuss in good faith procedures to pursue third party consents, if any, with respect to the Merger (it being understood that failure to obtain any one or more such consents, in and of itself, shall not constitute a result failure by the Company to comply with any of the transactions contemplated in this Agreement, its covenants herein or a failure of a condition to Closing hereunder)); (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking ; (v) the taking of all reasonable actions necessary to have vacated, lifted, reversed or overturned any stay or temporary restraining order entered by any court order, decree, ruling, judgment, injunction or other Governmental Entity vacated action (whether temporary, preliminary or reversed permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Merger Agreement (Green Mountain Coffee Roasters Inc)
