Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties will use its Reasonable Best Efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement including (a) obtaining all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, making all necessary registrations and filings and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental agency or authority; (b) obtaining all necessary consents, approvals or waivers from any other Person; (c) defending any claim, investigation, action, suit or other legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (d) executing additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party will promptly consult with the other and provide necessary information (including copies thereof) with respect to all filings made by such party with the any agency or authority in connection with this Agreement and the transactions contemplated hereby.
Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use its commercially reasonable efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement including (i) obtaining all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any governmental agency or authority; (ii) obtaining all necessary consents, approvals or waivers from any other Person; (iii) defending any claim, investigation, action, suit or other legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (iv) executing additional instruments necessary to consummate the transactions contemplated by this Agreement. Each party will promptly consult with the other and provide necessary information (including copies thereof) with respect to all filings made by such party with the any agency or authority in connection with this Agreement and the transactions contemplated hereby. The Company will cause the Stockholders’ Representatives (or, if an individual named herein as a Stockholder Representative is unable or unwilling to serve in such capacity, a replacement Stockholders’ Representative) to execute and deliver to Parent and the Escrow Agent the Escrow Agreement prior to the Effective Time. Each party shall use all commercially reasonable efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by either Parent or the Company relating to this Agreement or the transactions contemplated hereby, (i) neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or it...
Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use its reasonable best efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious
Actions by the Parties. Subject to the terms and conditions set forth in this Agreement, each of the parties will use its reasonable efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable Governmental Entities), and to lift any injunction or other legal bar to the transactions contemplated by this Agreement (and, in such case, to proceed with the Closing as expeditiously as possible). Each of the parties will take all actions as may be reasonably directed by Parent for purposes of consummating the transactions contemplated by this Agreement.
Actions by the Parties. The parties respectively covenant and agree ---------------------- as follows with respect to the period commencing on the date of this Agreement and ending on the Closing Date:
Actions by the Parties. Each of the parties agrees to use its ---------------------- reasonable best efforts to satisfy the covenants set forth in Section 8 hereof and the conditions to Closing set forth in Section 14 hereof, including, but not limited to, the obtaining of necessary consents and permits, and to refrain from taking any action within its control which would cause a breach of a representation or warranty set forth herein; provided, however, that neither Sellers nor Buyer shall be required to expend any funds or incur any costs to prevent or cure a breach of the representations and warranties set forth in Sections 11 and 12, respectively, hereof.
Actions by the Parties. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of RHA, the approval, consent, authorization, or waiver of RHA’s Executive Director shall constitute the approval, consent, authorization or waiver of RHA without further action of the Commission. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of City, the approval, consent, authorization, or waiver of City’s City Manager or designee shall constitute the approval, consent, authorization or waiver of City without further action of the City Council.
Actions by the Parties. Each of the parties shall use its best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, the satisfaction of the conditions to closing of the parties set forth in Article V.
Actions by the Parties. Prior to the Closing Date, none of the Parties shall take any action or fail to take any action that will result in any representation or warranty of such Party contained in this Agreement not being true and correct.
Actions by the Parties. AFTER THE CLOSING 54 9.1 Survival of Representations, Warranties, Etc 54 9.2 Indemnification 54 9.3 Certificate of Incorporation and Bylaws 57 9.4 Exclusivity 57 ARTICLE X MISCELLANEOUS 57 10.1 Restriction on Transferability of the Parent Common Shares 57 10.2 Further Assurances 58 10.3 Notices 58 10.4 Entire Agreement 59 10.5 Waiver 59 10.6 Amendment 60 10.7 No Third Party Beneficiary 60 10.8 No Assignment; Binding Effect 60 10.9 Headings 60 10.10 Severability 60 10.11 Governing Law 60 10.12 Arbitration 60 10.13 Construction 60 10.14 Counterparts 61 SCHEDULES AND EXHIBITS Schedules Schedule 1.1(a) - Accredited Stockholders Schedule 1.1(b) - Non-Accredited Stockholders Schedule 1.1(c) - Key Employees Schedule 2.11(b)(iv) - Parties to Non-Competition Agreements Schedule 2.11(b)(xiii) - Excluded Parties from Lock-Up Agreements Schedule 2.11(c)(i) - Allocation of Stock Consideration and Cash Consideration Company Disclosure Schedule Exhibits Exhibit A - Articles of Merger Exhibit B - Certificate of Merger Exhibit C - Form of Subordinated Promissory Note Exhibit D - Employment Agreement Exhibit E - Non-Competition and Non-Solicitation Agreement Exhibit F - Company Officer's Certificate Exhibit G - Company Secretary Certificate Exhibit H - Release Exhibit I Letter of Transmittal Exhibit J - Opinion of Company Counsel to Company Exhibit K - Registration Rights Agreement Exhibit L - Lock-Up Agreement Exhibit M - Parent Officer's Certificate Exhibit N - Parent Secretary Certificate Exhibit O - Opinion of Counsel to Parent and Acquisition Co. AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (this "Agreement") is made and entered into as of September 15, 2003 (the "Effective Date"), by and among Crdentia Corp., a Delaware corporation ("Parent"), NAS Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Co."), New Age Staffing, Inc., a Texas corporation (the "Company"), Xxxx Xxxxxx, Xx. and Xxxx Xxxxxx, Xx. (collectively, the "Principal Stockholders") and the remainder of the Company Stockholders whose names are set forth in the signature page hereto (together with the Principal Stockholders, the "Company Stockholders").
