Common use of Regulatory and Other Authorizations; Consents Clause in Contracts

Regulatory and Other Authorizations; Consents. (a) The Company, Parent and MergerCo shall use commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. (b) The Company and Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. (c) Each of Parent and MergerCo shall use commercially reasonable efforts to assist the Company in obtaining the consents of third parties to complete the transactions contemplated by this Agreement, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties; provided that no party hereto shall be required to agree to any material increase in the amount payable or material decrease in the amount owed with respect thereto; and (iii) executing agreements to effect the assumption of such agreements on or before the Closing Date.

Appears in 5 contracts

Samples: Merger Agreement, Merger Agreement (Brightcove Inc), Merger Agreement (Athenahealth Inc)

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Regulatory and Other Authorizations; Consents. (a) The Company, Parent and MergerCo Buyer shall use commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. (b) The Company Company, Parent and Parent Buyer shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law Law in connection with the transactions contemplated by this Agreement. (c) Each of Parent and MergerCo Buyer shall use commercially reasonable efforts to assist the Company in obtaining the consents of third parties to complete the transactions contemplated by this Agreement, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties; provided that no party hereto shall be required to agree to any material increase in the amount payable or material decrease in the amount owed with respect thereto; and (iii) executing agreements to effect the assumption of such agreements on or before the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Brightcove Inc)

Regulatory and Other Authorizations; Consents. (a) The Company, Parent and MergerCo shall use commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. (b) The Company and Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law Law in connection with the transactions contemplated by this Agreement. (c) Each of Parent and MergerCo shall use commercially reasonable efforts to assist the Company in obtaining the consents of third parties to complete the transactions contemplated by this Agreement, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties; provided that no party hereto shall be required to agree to any material increase in the amount payable or material decrease in the amount owed with respect thereto; and (iii) executing agreements to effect the assumption of such agreements on or before the Closing Date.

Appears in 1 contract

Samples: Merger Agreement (Irobot Corp)

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Regulatory and Other Authorizations; Consents. (a) The CompanySellers, Parent and MergerCo the Buyers shall use commercially reasonable efforts to obtain the authorizations, consents, orders Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. (b) The Company Sellers, Parent and Parent the Buyers shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law Law in connection with the transactions contemplated by this Agreement. (c) Each of Parent and MergerCo the Buyers shall use commercially reasonable efforts to assist the Company Sellers in obtaining the consents of third parties to complete the transactions contemplated by this Agreement, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties; provided that no party hereto shall be required to agree to any material increase in the amount payable or material decrease in the amount owed with respect thereto; and (iii) executing agreements to effect the assumption of such agreements on or before the Closing Date.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Brightcove Inc)

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