Additional Agreements. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by, and at the sole expense of, Parent.
Additional Agreements. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take promptly, or cause to be taken promptly, all actions and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as expeditiously as possible, including using efforts to obtain all necessary actions or non-actions, extensions, waivers, consents and approvals from all applicable Governmental Entities, effecting all necessary registrations, applications and filings (including, without limitation, filings under any applicable state securities laws) and obtaining any required contractual consents and regulatory approvals.
Additional Agreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Persons termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.
Additional Agreements. The Seller and the Purchaser shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Transactions, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Transactions, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the consummation of the Transactions. Each party shall promptly deliver to the other party a copy of each such filing made, each such notice given and each such Consent obtained by the first party during the Pre-Closing Period.
Additional Agreements. This Agreement and the Executives employment hereunder is contingent upon the Executives execution of the General Release and Waiver, which is attached as Attachment A and forms a part of this Agreement. The Executives employment hereunder is further contingent upon the Executives simultaneous execution of the Confidentiality, Non-Solicitation and Work Product Assignment Agreement and Mutual Agreement to Arbitrate Claims, which is attached as Attachment B and forms a part of this Agreement.
Additional Agreements. Subject to the terms and conditions of this Agreement, each of Company, Parent and Merger Sub agree to cooperate fully with each other and to 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 to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger. At and after the Effective Time, the officers and directors of the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of Company or Merger Sub, any deeds, bills of sale, assignments, or assurances and to take and do, in the name and on behalf of Company or Merger Sub, any other actions and things to vest, perfect, or confirm of record in the Surviving Entity any and all right, title, and interest in, to and under any of the rights, properties, or assets of Company acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Merger.
Additional Agreements. The Parties agree that contemporaneously with the execution of this Agreement, the parties shall enter into an agreement for the supply of qualified Source leukocyte and plasma (the Supply Agreement). The parties hereto acknowledge that notwithstanding the fact that ARC and MacroCure shall enter into two separate agreements (i.e. this Agreement and the Supply Agreement), ARC shall be fully responsible, under this Agreement for the entire manufacturing process of the Batches and the Products, commencing upon the donation of the blood and the supply of the leukocyte and plasma, through the manufacturing of the Batches and the Products until the delivery of the Products to the carrier designated by MacroCure, and in accordance with the delivery times specified in the relevant Manufacturing Order (subject to the provisions of Section 3 of Exhibit 1 attached hereto regarding any extra payment) Notwithstanding the foregoing, ARC shall not be responsible in the event of any negligent act or omission of MacroCure relating to the Services (including errors and omissions in the Specifications and/or Procedures supplied by MacroCure to ARC which were followed by ARC) The Parties hereto further acknowledge, that notwithstanding anything herein to the contrary, for the purposes of this Agreement, MacroCure shall have the right to source and supply leukocyte and plasma (or other similar starting materials) from a source which is not ARC, and the terms and conditions of this Agreement shall continue to apply. The execution and effectiveness of this Agreement is subject to the negotiation and execution of (i) a Supply Agreement and (ii) a Quality Agreement, to be entered into between the Parties hereto with respect to the Batches and the Products.
Additional Agreements. The Company, Merger Sub and Parent will each comply in all material respects with all applicable Laws and with all applicable rules and regulations of any Governmental Entity in connection with its execution, delivery and performance of this Agreement and the transactions contemplated hereby.