Common use of Specified Consents Clause in Contracts

Specified Consents. (a) The Parties shall, as promptly as practicable after the date hereof and for a period of twelve (12) months following the Distribution Date, cooperate with each other and use their respective reasonable best efforts to obtain: (i) the Transfer or reissuance to SpinCo or a member of the SpinCo Group of all licenses, permits, registrations, approvals and authorizations of any member of the SpinCo Group or the Citrix Group issued or granted by any Governmental Authority prior to the Distribution Effective Time to the extent required to operate the SpinCo Business following the Distribution Date in the same manner as currently conducted by Citrix and its Subsidiaries; (ii) all Consents of any landlord under any Transferred Leased Real Property required to consummate the Separation or the Distribution; and (iii) Consents from the Third Parties identified on Schedule 2.4(a) and such other material Consents as may be reasonably requested by LogMeIn after the date hereof, provided, in the case of any such Consent requested by LogMeIn, that (A) such Consent is required to be obtained in connection with the Separation or the Merger, and (B) the failure to obtain such Consent would result in the loss of a monetary benefit by SpinCo or would otherwise adversely affect the SpinCo Business following the Distribution (each, a “Specified Consent”); provided further, that no Party nor any of their respective Subsidiaries shall be required to make any payment, incur any Liability or offer or grant any accommodation (financial or otherwise) to any Third Party, in each case, that is not otherwise required to be made by the applicable Party or any of its Subsidiaries pursuant to the terms of any existing Contract (including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees), to obtain any such Consent. For the avoidance of doubt, the required efforts and responsibilities of the Parties to seek the regulatory approvals or clearances contemplated by antitrust, competition or trade regulation filings, Section 7.06(f) of the Merger Agreement and Parent Stockholder Approval shall be governed by the Merger Agreement.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Citrix Systems Inc), Separation and Distribution Agreement (LogMeIn, Inc.)

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Specified Consents. (a) The Parties shall, as promptly as practicable after the date hereof and for a period of twelve (12) months following the Distribution Date, cooperate with each other and use their respective commercially reasonable best efforts to obtain: (i) the Transfer or reissuance to SpinCo or a member of the SpinCo Group of all licenses, permits, registrations, approvals and authorizations of any member of the SpinCo Group or the Citrix Florida Group issued or granted by any Governmental Authority prior to the Distribution Effective Time to the extent required to operate the SpinCo Business following the Distribution Date in the same manner as currently conducted by Citrix Florida and its Subsidiaries; (ii) all Consents of any landlord under any Transferred Leased Real Property required to consummate the Separation or the Distribution; and (iii) Consents from the Third Parties identified on Schedule 2.4(a) and such other material Consents as may be reasonably requested by LogMeIn Florida after the date hereof, provided, in the case of any such Consent requested by LogMeInFlorida, that (A) such Consent is required to be obtained in connection with the Separation or the Merger, and (B) the failure to obtain such Consent would result in the loss of a monetary benefit by SpinCo or would otherwise adversely affect the SpinCo Business following the Distribution (each, a “Specified Consent”); provided further, that no Party nor any of their respective Subsidiaries shall be required to make any payment, incur any Liability or offer or grant any accommodation (financial or otherwise) to any Third Party, in each case, that is not otherwise required to be made by the applicable Party or any of its Subsidiaries pursuant to the terms of any existing Contract (including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees), to obtain any such Consent. For the avoidance of doubt, the required efforts and responsibilities of the Parties to seek the regulatory approvals or clearances contemplated by antitrust, competition or trade regulation filings, Section 7.06(f) of the Merger Agreement Gaming Approvals and Parent SPAC Stockholder Approval shall be governed by the Merger Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FAST Acquisition Corp.)

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Specified Consents. (a) The Parties Each of the Company and SplitCo shall, and shall cause the members of its respective Group to, as promptly as practicable after the date hereof and for a period of twelve (12) months following the Distribution Split-Off Date, cooperate with each other and use their respective commercially reasonable best efforts to obtain: (i) the Transfer or reissuance to SpinCo SplitCo or a member of the SpinCo SplitCo Group of all licenses, permits, registrations, approvals and authorizations of any member of the SpinCo SplitCo Group or the Citrix Company Group issued or granted by any Governmental Authority prior to the Distribution Split-Off Effective Time to the extent required to operate the SpinCo SplitCo Business following the Distribution Split-Off Date in the same manner as currently conducted by Citrix the Company and its Subsidiaries; (ii) all Consents of any landlord under any Transferred Leased Real Property required to consummate the Split-Off Separation or the DistributionSplit-Off; and (iii) Consents from the Third Parties identified on Schedule 2.4(a) and such other material Consents as may be reasonably requested by LogMeIn the Company after the date hereof, provided, in the case of any such Consent requested by LogMeInthe Company, that (A) such Consent is required to be obtained in connection with the Split-Off Separation or the MergerSplit-Off, and (B) the failure to obtain such Consent would result in the loss of a monetary benefit by SpinCo SplitCo or would otherwise adversely affect the SpinCo SplitCo Business following the Distribution Split-Off (each, a “Specified Consent”); provided further, that no Party nor any of their respective Subsidiaries shall be required to make any payment, incur any Liability or offer or grant any accommodation (financial or otherwise) to any Third Party, in each case, that is not otherwise required to be made by the applicable Party or any of its Subsidiaries pursuant to the terms of any existing Contract (including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees), to obtain any such Consent. For the avoidance of doubt, the required efforts and responsibilities of the Parties to seek the regulatory approvals or clearances contemplated by antitrust, competition or trade regulation filings, Section 7.06(f) of the Merger Agreement filings and Parent Stockholder Approval Gaming Approvals shall be governed by the Merger Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FAST Acquisition Corp.)

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