Common use of Regulatory Filings; Consents; Reasonable Efforts Clause in Contracts

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.

Appears in 5 contracts

Samples: Merger Agreement (Durect Corp), Merger Agreement (Yahoo Inc), Plan of Merger (Softbank America Inc)

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Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target RTI and Acquiror Mpath 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.

Appears in 2 contracts

Samples: Merger Agreement (Mpath Interactive Inc/Ca), Merger Agreement (Mpath Interactive Inc/Ca)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror shall use their respective commercially 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.

Appears in 2 contracts

Samples: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target each of Seller and Acquiror Purchaser shall use their its respective reasonable good faith commercial efforts to (ia) make all necessary filings with respect to the Merger 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; , (iib) make merger premerger notification or other appropriate filings with federal, state state, provincial 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; , (iiic) 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 Merger; Acquisition and (ivd) 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 in this Agreement as promptly as practicable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tab Products Co), Asset Purchase Agreement (Docucon Incorporated)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target GoSolutions and Acquiror VEDO 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 and deliver all notices 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.

Appears in 2 contracts

Samples: Merger Agreement (Villageedocs Inc), Agreement and Plan of Reorganization (Villageedocs Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror shall use 2TM, 2TMD, XXX xxx XX xxxxx xxx their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Merger Agreement (2themart Com Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target GONT, Westlake and Acquiror Amer shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Merger Agreement (Go Online Networks Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the ------------------------------------------------ terms and conditions of this Agreement, Target DNA and Acquiror NCI shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicable(v) release the DNA Shareholders from their personal guarantees of DNA's Small Business Administration loan and capital leases with Finova Capital and AT&T Capital Leasing.

Appears in 1 contract

Samples: Merger Agreement (Netsource Communications Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target IntelliLink and Acquiror Puma shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Puma Technology Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target each of INTERCELL and Acquiror Jaymark shall use their its respective reasonable good faith efforts Best Efforts to (ia) make all necessary filings with respect to the Merger 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; , (iib) make merger notification or other any and all 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; , (iiic) 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; Acquisition and (ivd) 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 in this Agreement as promptly as practicable, but no later than February 6, 1998.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intercell Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target Pacific and Acquiror HEI shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Merger Agreement (Pacific Engineering Systems Inc)

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 -45- 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.

Appears in 1 contract

Samples: Merger Agreement (Durect Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the ------------------------------------------------ terms and conditions of this Agreement, Target NetSource and Acquiror NIT shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netsource Communications Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror shall use their respective reasonable good faith best 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.

Appears in 1 contract

Samples: Merger Agreement (Aspect Telecommunications Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target Navius and Acquiror Endosonics shall use their respective reasonable good faith best 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Endosonics Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target each of Seller and Acquiror Purchaser shall use their its respective reasonable good faith commercial efforts to (ia) make all necessary filings with respect to the Merger Transaction 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; , (iib) make merger notification or other appropriate filings filings, to the extent required, with federal, state state, provincial 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; , (iiic) 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 Merger; Transaction and (ivd) take, or cause to be taken, all appropriate and commercially reasonable action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by in this Agreement as promptly as practicable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apogee Technology Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target 0xxxxxxx.xxx and Acquiror Cd-Rom shall use their Cd-Rom respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 internally prepared 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 internally prepared 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Reorganization Agreement (2themart Com Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror HearMe 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.

Appears in 1 contract

Samples: Merger Agreement (Hearme)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target InfoGation and Acquiror BSQUARE shall use their respective reasonable good faith efforts to (ia) make all necessary filings with respect to the Merger and this Agreement under the Securities Act and 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; (iib) 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; (iiic) use their respective reasonable good faith efforts to 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 (ivd) use their respective reasonable good faith efforts to 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.

Appears in 1 contract

Samples: Merger Agreement (Bsquare Corp /Wa)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the ------------------------------------------------ terms and conditions of this Agreement, Target Transphere and Acquiror NetSource shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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; and (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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netsource Communications Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target GBID and Acquiror CBSC shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 internally prepared 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 internally prepared 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Merger Agreement (Global Business Information Directory Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target GONT, Westlake and Acquiror NetStrat shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Merger Agreement (Go Online Networks Corp)

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Regulatory Filings; Consents; Reasonable Efforts. Subject ------------------------------------------------ to the terms and conditions of this Agreement, Target Globe-1 and Acquiror Onvia shall use their respective reasonable good faith efforts to (ia) 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; (iib) 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; (iiic) 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 (ivd) 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.

Appears in 1 contract

Samples: Merger Agreement (Onvia Com Inc)

Regulatory Filings; Consents; Reasonable Efforts. (a) 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, the Securities 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metawave Communications Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target Alyanza and Acquiror Niku shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Securities Act of 1933, as amended, 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.

Appears in 1 contract

Samples: Merger Agreement (Niku Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject ------------------------------------------------ to the terms and conditions of this Agreement, Target Zanova and Acquiror Onvia shall use their respective reasonable good faith efforts to (ia) 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; (iib) 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; (iiic) 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 (ivd) 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.

Appears in 1 contract

Samples: Merger Agreement (Onvia Com Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject ------------------------------------------------ to the terms and conditions of this Agreement, Target and Acquiror shall use their respective reasonable good faith best 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.

Appears in 1 contract

Samples: Merger Agreement (Applied Micro Circuits Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target JNE, RETN, ANFS and Acquiror AMERINET shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Go Online Networks Corp)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror shall use their respective reasonable good faith best 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, but no later than June 11, 1998.

Appears in 1 contract

Samples: Merger Agreement (Yahoo Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target each of NSA, NetSoft and Acquiror NetManage shall use their its respective reasonable good faith efforts Best Efforts to (ia) make all necessary filings with respect to the Merger 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; , (iib) make merger premerger 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; , (iiic) 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; Acquisition and (ivd) 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 in this Agreement as promptly as practicable, but no later than August 31, 1997.

Appears in 1 contract

Samples: Stock Purchase Agreement (Netmanage Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Worldres Com Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject ------------------------------------------------ to the terms and conditions of this Agreement, Target and Acquiror shall use their respective reasonable good faith best 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, but no later than November 15, 1997.

Appears in 1 contract

Samples: Merger Agreement (Yahoo Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target IRI and Acquiror EPL shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Merger Agreement (Industrial Rubber Innovations Inc)

Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target GenTel and Acquiror Bobernco shall use their respective reasonable good faith best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act 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 internally prepared 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 internally prepared 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 as promptly as practicableAgreement.

Appears in 1 contract

Samples: Merger Agreement (GTC Telecom Corp)

Regulatory Filings; Consents; Reasonable Efforts. (a) 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, the Securities 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 agencies, including filings required pursuant to the HSR Act, 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.

Appears in 1 contract

Samples: Merger Agreement (Loudeye Technologies Inc)

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