Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror shall use their respective reasonable good faith efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their respective reasonable good faith efforts to (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto, including, without limitation, notices required under the Antitrust Laws and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Merger, including those required under the HSR Act; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.
(b) Each of Parent and the Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to Parent’s or the Company’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whethe...
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, the parties shall use their respective reasonable good faith efforts to (a) make all necessary filings with respect to the Exchange and this Agreement under the Exchange Act and other applicable securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (b) make merger notification or other appropriate filings with governmental bodies or applicable governmental agencies and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (c) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange; and (d) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the ------------------------------------------------ terms and conditions of this Agreement, scruz-net and NCI shall use their respective best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Securities Act, and applicable blue sky or similar securities laws and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto and shall supply all additional information requested in connection therewith; (ii) make merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto and shall supply all additional information requested in connection therewith; (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. NCI shall use its best efforts to release the scruz-net Stockholders and Xxxxxx Xxxxxxx from their personal guarantees of scruz-net debts and obligations.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Seller shall use its respective commercially reasonable efforts to (a) make all necessary filings with respect to the transactions contemplated in this Agreement under applicable federal and state laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (b) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and other ancillary agreements and the consummation of the transactions contemplated in the Agreement and (c) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable. Purchaser acknowledges that it has already received from Seller a copy of Form TP-153 of the New York State Department of Taxation and Finance.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Sellers and Purchaser shall use their “best efforts” to (a) make all necessary filings with respect to the Purchaser Shares, Transaction and this Agreement under applicable federal, blue sky, British or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (b) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Acquisition and (c) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of Seller, Purchaser and Parent shall use its reasonable commercial efforts to (a) make all necessary filings with respect to the Acquisition and this Agreement under the Securities Act, the Exchange Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (b) make premerger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies, if any, and, subject to Section 8.2 of this Agreement, obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (c) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Acquisition and (d) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, the parties shall prepare, file, and cooperate in the preparation and filing of: (i) any necessary filings with respect to the Merger and this Agreement under the Securities Act, the Exchange Act and applicable blue sky or similar securities laws and any required approvals and clearances with respect thereto and any additional information requested in connection therewith; (ii) any merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and any required approvals and clearances with respect thereto and any additional information requested in connection therewith; and (iii) any consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror shall use their respective reasonable best efforts to (i) make all necessary filings with respect to the Merger and this Agreement and the Transaction Documents under the Exchange Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies within three (3) business days after the date of this Agreement and obtain required approvals and clearances (including under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act the "HSR ACT") with respect thereto and supply all additional information requested in connection therewith and to request early termination of any applicable waiting period under the HSR Act; (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of Seller, Purchaser and Parent shall use its reasonable commercial efforts to (a) make all necessary filings with respect to the Acquisition and this Agreement, if any, under the Securities Act, the Exchange Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (b) make required or advisable premerger notification or other appropriate filings with Governmental Entities, if any, and, subject to Section 8.2 of this Agreement, obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (c) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the Acquisition and (d) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable. Notwithstanding the foregoing, except for the fees to be paid by each party for its filing of premerger notification and report forms under the HSR Act, if any, which fee will be paid by and the responsibility of each such party, no party shall have any obligation to commence any litigation or pay any fee or offer or grant any other financial accommodation to any third party for the purpose of obtaining any such consent or authorization or pay any costs and expenses of any third party resulting from the process of obtaining any such consent or authorization.
