Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (Spring Valley Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Company or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including any required approvals of parties to Material material Contracts with the Company, Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub Sub, the Company or the Company Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Battery Materials, Inc.), Agreement and Plan of Merger (Seaport Global Acquisition II Corp.), Agreement and Plan of Merger (RMG Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trine Acquisition Corp.), Agreement and Plan of Merger (Graf Industrial Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the CompanyCompany or any of its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)
Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company PGHL and Acquiror FTAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.02, Acquiror FTAC and the Company PGHL shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorFTAC, the CompanyPGHL, or their respective Affiliates are required to obtain in order to consummate the Transactions, including provided that, PGHL and the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to Material Contracts with the CompanyCompany or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by PGHL and FTAC, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorFTAC, PGHL, the Company, Merger Sub or the Company any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company PGHL or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foley Trasimene Acquisition II), Agreement and Plan of Merger
Support of Transaction. Without limiting any covenant contained in Article VI V or Article VIIVI, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 5.03 and Section 7.016.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.01, Acquiror SPAC and the Company shall each, and Acquiror the Company shall cause Merger Sub its Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorSPAC, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub or the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ClimateRock), Agreement and Plan of Merger (Kingswood Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including or the obligations of the Company and Acquiror Parent with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.05, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror each of Parent and the Company shall eachshall, and Acquiror shall cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, ; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorParent, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any material, required consents and approvals of parties to Material Contracts with the Company, Company or any of its Subsidiaries; (c) terminate or cause to be terminated those agreements listed on Schedule 7.04; and (cd) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gores Metropoulos II, Inc.), Agreement and Plan of Merger (Gores Holdings VI, Inc.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.08, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 2 contracts
Samples: Lock Up Agreement (Cleantech Acquisition Corp.), Agreement and Plan of Merger (ROC Energy Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including or the obligations of the Company and Acquiror Parent with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.05, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror each of Parent and the Company shall eachshall, and Acquiror shall cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, ; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorParent, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any material, required consents and approvals of parties to Material Contracts with the Company, Company or any of its Subsidiaries; (c) terminate or cause to be terminated those agreements listed on Schedule 7.05; and (cd) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Holdings VIII Inc.)
Support of Transaction. Without limiting any covenant contained in Article Article VI or Article Article VII, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section Section 6.03 and Section Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section Section 8.01, Acquiror SPAC and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable, in each case, subject to applicable fiduciary duties. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub or Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) above.
Appears in 1 contract
Samples: Tax Receivable Agreement (FAST Acquisition Corp. II)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the CompanyCompany or any of its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)
Support of Transaction. Without limiting any covenant contained in Article VI 7 or Article VII8, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror SPAC and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorSPAC, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, including the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to Material Contracts with the CompanyCompany or its Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and SPAC, and (c) take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX 10 or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub or Sub, the Company or any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (AltC Acquisition Corp.)
Support of Transaction. Without Subject to Section 7.08, without limiting any covenant contained in Article VI or Article VIIherein, including the obligations of the Company and Acquiror CBAH with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.08, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror CBAH and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorCBAH, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorCBAH, First Merger Sub, Second Merger Sub or the Company be obligated to bear (and without the consent of CBAH the Company shall not agree to bear) any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the any Acquired Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (CBRE Acquisition Holdings, Inc.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror Buyer and the Company Seller shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries and, in the case of Seller, the Partnerships and their respective Subsidiaries, to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts (which shall not require the expenditure by Buyer, the Seller, the Company or any of its or the Partnership’s Subsidiaries of any funds) to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company, Seller or their respective Affiliates (including the Company, the Partnerships and their respective Subsidiaries) are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Companytransactions contemplated by this Agreement, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub the Seller or any of its or the Company Partnerships’ Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which the Company Seller or any of its or the Partnerships’ Subsidiaries is a party or otherwise in connection with the consummation of the Transactionsparty.
Appears in 1 contract
Samples: Stock Purchase Agreement (Endo Health Solutions Inc.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company Company, Acquiror and Acquiror Merger Sub with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 6.3 and Section 7.01, respectively7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, the Company, Acquiror and the Company Merger Sub shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third third-parties that any of Acquiror, Merger Sub, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, transactions contemplated by this Agreement and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company or any of the Company Subsidiaries or their Affiliates be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any - 49- of the Company Subsidiaries is a party or otherwise in connection with the consummation of the Transactionstransactions contemplated hereby.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror SPAC and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable, in each case, subject to applicable fiduciary duties. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub or Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) above.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II)
Support of Transaction. Without limiting any covenant contained in Article VI V or Article VIIVI, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 5.03 and Section 7.016.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.01, Acquiror and the Company shall each, and Acquiror shall cause both First Merger Sub and Second Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (Global Partner Acquisition Corp II)
Support of Transaction. Without limiting any covenant contained in Article VI V or Article VIIVI, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 5.03 and Section 7.016.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ACON S2 Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI VIII, Article IX or Article VIIX, including the obligations of the Company and Acquiror Parties with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively10.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.02, Acquiror and the Company Parties shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Party or their its respective controlled Affiliates are is required to obtain in order to consummate the Transactions, including provided that, Tempo and FTAC shall not be required to seek any such required consents or approvals of parties third party counterparties to Material Contracts with Tempo or its Subsidiaries to the Companyextent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto without penalty unless otherwise agreed in writing by Tempo and FTAC, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquirorthe FTAC Parties, Merger Sub Tempo or the Company any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company Tempo or any of its Subsidiaries is a party or that is otherwise required in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (Foley Trasimene Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) use reasonable best efforts to take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub or Sub, Second Merger Sub, the Company or any of their respective Subsidiaries be obligated to bear any expense or pay any fee material consent fees or grant any material concession to any non-governmental third Person in connection with obtaining any consents, authorizations or approvals of such Person pursuant to the terms of any Contract to which the Company any Party or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Transactionssuch Person.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Supernova Partners Acquisition Company, Inc.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.07, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flying Eagle Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror Buyer and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, Merger and (c) take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. For the avoidance of doubt, the Parties’ obligations with respect to obtaining the Committed Financing are exclusively governed by Sections 6.4 and 7.4 and with respect to HSR Act matters are exclusively governed by Sections 6.3 and 7.1. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company any Party be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the TransactionsMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Holdings, Inc.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 6.3 and Section 7.017.1, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including any required approvals of parties to Material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the TransactionsMergers.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Acquisition Corp. II)
Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Company or their respective Affiliates are required to obtain in order to consummate the TransactionsMergers, including any required approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or Sub, Intermediate Holdings, New HoldCo, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the TransactionsMergers.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Investment Corp. IV)
Support of Transaction. Without Subject to Section 7.3, without limiting any covenant contained in Article VI or Article VIIherein, including the obligations of the Company and Acquiror AAO with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively7.10, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.14, Acquiror AAO and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorAAO, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorAAO, Merger Sub or the Company be obligated to bear (and without the consent of AAO the Company shall not agree to bear) any expense or pay any fee or grant any concession concession, which in the aggregate exceeds $500,000, in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Acquisition Opportunity Inc.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required (or in the case of Foreign Investment Laws, by mutual consent of the Acquiror and the Company, proper or advisable pursuant to applicable Law) to be obtained in connection with the Transactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the CompanyCompany or any of its Subsidiaries, and (c) take such other action or refrain from taking such actions as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement (including the Company Representations and the Acquiror and Merger Sub Representations, as applicable) and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.07, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, (c) use commercially reasonable efforts to carry out the Transaction Financing after the date hereof, and (cd) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TradeUP Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, (including the obligations of the Company and Acquiror Purchaser with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 6.3 and Section 7.01, respectively7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1), Acquiror and the Company and Purchaser shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third third-parties that any of AcquirorPurchaser, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, transactions contemplated by this Agreement and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub the Company or the Company Subsidiary or their Affiliates be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or the Company Subsidiary is a party or otherwise in connection with the consummation of the Transactionstransactions contemplated hereby, with the exception of any prepayment fee due under the Credit Agreement upon prepayment of the amounts due and owing under the Credit Agreement.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI VIII or Article VIIIX, including the obligations of the Company and Acquiror each Party with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively10.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.02, Acquiror and the Company shall eacheach Party shall, and Acquiror shall each cause Merger Sub its respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Parties or their respective Affiliates are required to obtain in order to consummate the Transactions; provided, including that, to the extent agreed to by Liberty, Markmore shall not be required to seek any such required consents or approvals of parties third-party counterparties to Material Contracts with the CompanyMarkmore or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub any Party or the Company any of Markmore’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company Markmore or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (Liberty Resources Acquisition Corp.)
Support of Transaction. (a) Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations reaffirmations, and applications described in Section 6.03 and Section 7.01, respectively8.8, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare prepare, and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, (c) use commercially reasonable efforts to obtain any financing required for satisfaction of the condition precedent to Closing set forth in Section 9.3(f), and (cd) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub Sub, or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations authorizations, or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror Buyer and the Company shall each, and Acquiror Buyer shall cause Merger Sub its Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby (other than approvals under the HSR act or any other approvals, consents and decrees under antitrust or competition law, which matters are exclusively addressed in Sections 6.5, 7.1 and 8.6); (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company, Company or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including any required approvals of parties to Material Contracts with the Company, Required Third Party Consents; and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Outside Date). Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub Buyer or the Company its Affiliates be obligated to bear any expense or pay any fee (other than the payment of nominal administrative, processing or similar fees or charges or legal fees to its attorneys) or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactionsparty.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.2, the Company, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, transactions contemplated by this Agreement and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company or any of the Company Subsidiaries or their Affiliates be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of the Company Subsidiaries is a party or otherwise in connection with the consummation of the Transactionstransactions contemplated hereby.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company Company, Acquiror and Acquiror PubCo with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.07, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror Acquiror, PubCo and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub PubCo, the Company or the Company Sellers be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, ; (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub Sub, the Company or the Company Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Property Solutions Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the CompanyCompany or any of its Subsidiaries, and (c) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III)
Support of Transaction. Without Subject to Section 7.08, without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror Holicity with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.08, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror Holicity and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorHolicity, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorHolicity, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI ARTICLE VII or Article VIIARTICLE VIII, including the obligations of the Company and Acquiror Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror Buyer and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of of, and provide notice to, third parties that any of AcquirorBuyer, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions; provided, including that the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to Material Contracts with any Acquired Company to the Companyextent such Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and Buyer, and (c) take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of Article IX the other Party set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub any Buyer Party or the any Acquired Company be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the any Acquired Company is a party or otherwise required in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mudrick Capital Acquisition Corp. II)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub or Sub, Second Merger Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ventoux CCM Acquisition Corp.)
Support of Transaction. Without Subject to Section 7.3, without limiting any covenant contained in Article VI or Article VIIherein, including the obligations of the Company and Acquiror Parsec with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively7.10, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.14, Acquiror Parsec and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorParsec, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorParsec, Merger Sub or the Company be obligated to bear (and without the consent of Parsec the Company shall not agree to bear) any expense or pay any fee or grant any concession concession, which in the aggregate exceeds $250,000, in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parsec Capital Acquisitions Corp.)
Support of Transaction. Without Subject to Section 7.3, without limiting any covenant contained in Article VI or Article VIIherein, including the obligations of the Company and Acquiror Alset with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively7.10, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.14, Acquiror Alset and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorAlset, the Company, Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorAlset, Merger Sub or the Company be obligated to bear (and without the consent of Alset the Company shall not agree to bear) any expense or pay any fee or grant any concession concession, which in the aggregate exceeds $250,000, in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alset Capital Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.7, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Falcon Capital Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chardan Healthcare Acquisition 2 Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or I, Merger Sub II, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Mountain Merger Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.02, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, ; (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company or its Subsidiaries be obligated to bear any expense or pay any fee (other than ordinary course legal fees and expenses or payments to a Governmental Authority) or, except for Acquiror and the Company in accordance with Section 8.01(e), grant any concession to a third party in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (Isos Acquisition Corp.)
Support of Transaction. (a) Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations reaffirmations, and applications described in Section 6.03 and Section 7.01, respectively8.8, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare prepare, and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, (c) use commercially reasonable efforts to obtain any financing required for satisfaction of the condition precedent to Closing set forth in Section 9.3(f), and (cd) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub Sub, or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations authorizations, or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.. 76
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub to: their respective Subsidiaries to use reasonable best efforts to (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Company or their respective Affiliates are is required to obtain in order to consummate the Transactions, including any required consents and approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries in each case of this clause (b) as the other parties hereto may request, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicablereasonably practicable and in accordance with all applicable Laws. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries or Acquiror is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Osprey Technology Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.07, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Amalgamation Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (StoneBridge Acquisition Corp.)
Support of Transaction. Without limiting any covenant contained in Article VI VIII or Article VIIIX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 8.03 and Section 7.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including any required approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX XI or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the TransactionsMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Acquisition Corp. III)
Support of Transaction. Without limiting any covenant contained in Article VI VII, Article VIII or Article VIIIX, including the obligations of the Company and Acquiror Parties with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.02, Acquiror and the Company Parties shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Party or their its respective controlled Affiliates are is required to obtain in order to consummate the Transactions, including provided that the Company and AAC shall not be required to pay any required approvals of parties to Material Contracts consideration or incur any costs, fees or expenses in connection with the Company, obtaining any such consents or approvals; and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquirorthe AAC Parties, Merger Sub or the Company or any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or that is otherwise required in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)
Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.07, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub the Company or the Company Sellers be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp)
Support of Transaction. Without limiting any covenant contained in Article VI VIII or Article VIIIX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 8.03 and Section 7.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.01, Holdings, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Holdings, Delaware Merger Sub or Sub, Jersey Merger Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp)
Support of Transaction. Without limiting any covenant contained in Article VI IX or Article VIIX, including the obligations of the Company and Acquiror each Party with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively11.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0111.02, Acquiror and the Company shall eacheach Party shall, and Acquiror shall each cause Merger Sub its respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Parties or their respective Affiliates are required to obtain in order to consummate the Transactions; provided, including that, to the extent agreed to by Thunder Bridge, the Company shall not be required to seek any such required consents or approvals of parties third-party counterparties to Material Contracts with the CompanyCompany or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub any Party or any of the Company Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (Thunder Bridge Capital Partners IV, Inc.)
Support of Transaction. Without limiting any covenant contained in Article VI VIII, Article X, Article XI or Article VII, XII including the obligations of the Company and Acquiror Parties with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively12.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0112.02, Acquiror and the Company Parties shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Parties or their respective controlled Affiliates are required to obtain in order to consummate the Transactions, including provided that, S1 Holdco and Protected and their respective Subsidiaries shall not be required to seek any such required consents or approvals of parties third party counterparties to System1 Material Contracts with or Protected Material Contracts to the Companyextent such Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by S1 Holdco, Protected and Trebia, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorTxxxxx, Merger Sub X0 Holdco, Protected or the Company any of their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company S1 Holdco or Protected or any of their respective Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (Trebia Acquisition Corp.)
Support of Transaction. (a) Without limiting any covenant contained in Article VI IV or Article VIIV, including the obligations of the Company Purchaser and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company Seller shall each, and Acquiror Seller shall cause Merger Sub the Companies to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorPurchaser, the Company, Seller or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Companytransactions contemplated by this Agreement, and (c) take such other action as may be reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VII or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorPurchaser, Merger Sub Seller, the Companies or the Company any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any of the Company Companies is a party or otherwise in connection with the consummation of the Transactionsparty.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror Purchaser with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.2, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror Purchaser and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorPurchaser, the Company, or their respective Affiliates are required to obtain in order to consummate the TransactionsClosing, including any required the consents and approvals of parties to Material Contracts with the Companyset forth on Schedule 3.4, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company or any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Transactionstransactions contemplated hereby.
Appears in 1 contract
Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause Merger Sub their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Company or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including any required approvals of parties to Material material Contracts with the Company, Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub Sub, the Company or the Company Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.Merger. 77
Appears in 1 contract
Samples: Subscription Agreement (LGL Systems Acquisition Corp.)
