Satisfaction of Conditions to the Merger. (a) Each of FirstEnergy and GPU will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to this Agreement.
Satisfaction of Conditions to the Merger. Each of the Stockholders agrees and Corporate Advisors agrees with respect to the CP Shares that such Stockholder, in its capacity as such, and Corporate Advisors, acting on behalf of the CP Entities, shall assist and cooperate with the parties to the Merger Agreement in doing all things necessary, proper or advisable under the Applicable Laws as promptly as practicable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement and the Transaction Documents and such Stockholder and Corporate Advisors shall not take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue as of the date made or in any of the conditions set forth in Article VIII of the Merger Agreement not being satisfied. 3.4
Satisfaction of Conditions to the Merger. The Principal Stockholder agrees that he, in his capacity as a Stockholder, shall assist and cooperate with the parties to the Merger Agreement in doing all things necessary, proper or advisable under Applicable Laws as promptly as practicable to consummate and make effective the Merger and the other Transactions, and he shall not take any action that would or is reasonably likely to result in any of his representations and warranties set forth in this Agreement being untrue as of the date made or in any of the conditions set forth in Article 6 of the Merger Agreement not being satisfied. In addition, Acquiror and the Principal Stockholder agree that they will execute and deliver the Joinder to Registration Rights Agreement.
Satisfaction of Conditions to the Merger. Each of the Stockholders agrees that such Stockholder, solely in its capacity as such, shall use reasonable efforts to assist and cooperate with the parties to the Merger Agreement in doing all things reasonably necessary, proper or advisable under applicable laws as promptly as practicable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement, and the other agreements and documents referred to in the Merger Agreement (but without being required to incur any material unreimbursed expenses) and such Stockholder shall not take any action that would or is reasonably likely to result in any of the conditions set forth in Article IV of the Merger Agreement not being satisfied.
Satisfaction of Conditions to the Merger. Each Securityholder ---------------------------------------- agrees that, subject to the fiduciary duty of any of its Representatives (as hereinafter defined) serving as a director of Company, such Securityholder, in its capacity as such, shall assist and cooperate with the parties to the Merger Agreement in doing all things necessary, proper or advisable under Applicable Laws as promptly as practicable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement. Each Securityholder agrees that it shall not take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue as of the date made.
Satisfaction of Conditions to the Merger. (a) Each of the Buyer and the Company will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Agreement.
Satisfaction of Conditions to the Merger. Each Securityholder agrees that, subject to its fiduciary duty as a director of Company, such Securityholder, in its capacity as such, shall assist and cooperate with the parties to the Merger Agreement in doing all things necessary, proper or advisable under Applicable Laws as promptly as practicable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement. Each Securityholder agrees that it shall not take any action in its capacity as such Securityholder that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue as of the date made or in any of the conditions set forth in the Merger Agreement not being satisfied.
Satisfaction of Conditions to the Merger. Each of Golisano and Wayman agrees that each, in his capacity as a Stockholder, shall assxxx xxd cooperate with the parties to the Merger Agreement in doing all things necessary, proper or advisable under Applicable Laws as promptly as practicable to consummate and make effective the Merger and the other Transactions and each of them shall not take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue as of the date made or in any of the conditions set forth in Article 6 of the Merger Agreement not being satisfied. In addition, (i) Acquiror, Golisano and Wayman agree that they will enter into, or, in the case of Acquiror, xxxxx its nominee to enter into, and, in the case of Golisano and Wayman, cause their Affiliate which owns any Property to enter into, x xxxchase and sale agreement relating to each Property reasonably satisfactory in form and substance to Acquiror, Golisano and Wayman, for the price of $2,200,000 for the Property located at 5 Foxxxxx Drive, Billerica, Massachusetts, $2,400,000 for the Properxx xxxxxxx xx 00 Xxxx Xxxxxx, Xxxxxxxxx, Massachusetts, and $2,700,000 for the Proxxxxx xxxxxxx xx 000 Xxxxx Xxxx Xxxx, Xxchester, New York, and (ii) Acquiror, Golisanx xxx Xxxxxx xxxxx xxxx xxxx xxxx xxxxx into the Registration Rights Agreexxxx.
Satisfaction of Conditions to the Merger. (a) Each of the Buyer and the Company will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Agreement. (b) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including full cooperation with the other party and including the provision of information and making of all necessary filings in connection with, among other things, the approvals under the HSR Act. (c) Each of the Buyer and the Company will, and will cause its Subsidiaries to, take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained by the Buyer and the Company or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. 6.6
Satisfaction of Conditions to the Merger. (a) Each of Ohio Edison and Centerior will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to this Agreement. (b) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement (subject to the appropriate vote of shareholders of Ohio Edison and Centerior, respectively, described in Section 7.5), including full cooperation with the other party and including the provision of information and making of all necessary filings in connection with, among other things, the approvals under the HSR Act, the Securities Act and the Exchange Act, the FERC Approvals, the NRC Approvals, the SEC PUHCA Order, the Blue-Sky Filings, the Local Approvals and the State Takeover Approvals. B-1-33 43 (c) In connection therewith, the parties agree that, as between them, (i) Ohio Edison shall be primarily responsible for the preparation and processing of the filings necessary to obtain the approvals required for the consummation of the transactions contemplated hereby under the Securities Act and the Exchange Act, the FERC Approvals, the SEC PUHCA Order and the Local Approvals required from the State of Ohio or any other State, as well as the Blue-Sky Filings, and (ii) Centerior shall be primarily responsible for the preparation and processing of the filings necessary to obtain the NRC Approvals. (d) Each of Ohio Edison and Centerior will, and will cause its Subsidiaries and FirstEnergy and its Subsidiaries to, take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be obtained or made by Ohio Edison, FirstEnergy, Centerior or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. 7.7
