Commercially Reasonable Efforts; Notification Sample Clauses

Commercially Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) 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 Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. Without limiting the generality of the foregoing, the parties hereto acknowledge that it is the intention of each of the parties hereto that the TM Distribution (including obtaining all necessary third party consents and approvals with respect thereto, including as required under any securities laws) shall become payable immediately following the Effective Time to Company common stockholders of record one business day prior to the Closing Date and each party hereto shall use its commercially reasonable efforts to achieve the same. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that the TM Distribution is paid on terms and conditions consistent with the TM Distribution Conditions and the terms set forth in Exhibit B, (ii) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, and (iii) if any state takeover statute o...
Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the Mergers, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii)); and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.
Commercially Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including to accomplish the following: (i) causing the conditions precedent set forth in Article VI to be satisfied; (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities; (iii) making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iv) avoiding any suit, claim, action, investigation or proceeding by any Governmental Entity challenging the Merger or any other transaction contemplated by this Agreement; (v) obtaining all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement; (vi) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (vii) executing or delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.
Commercially Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the merger and the other transactions contemplated by this Agreement, including to accomplish the following:
Commercially Reasonable Efforts; Notification. Effective from and after the Effective Date:
Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, the Purchaser and Seller shall: use all commercially reasonable efforts to cooperate with one another in determining which filings are required to be made prior to the Closing with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by such Agreement and (ii) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations, (b) use all commercially reasonable efforts to obtain in writing any consents required from third parties to effectuate the transactions contemplated by this Agreement, such consents to be in reasonably satisfactory form to the Seller and Purchaser; and (c) use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. In furtherance of the foregoing, the Seller and the Purchaser acknowledge that they have each reviewed and approved documentation to be entered into effective as of the Closing Date between the Purchaser (or the applicable Seller Subsidiary or Purchaser Subsidiary) and Hines Interests Limited Partnership (Hines) which evidences the agreement with Hines regarding the respective rights, duties and obligations from and after the Closing Date of Hines and the Seller Subsidiary or Subsidiaries which are the partners with Hines in the partnerships which are the fee simple owners of the Seller Properties described on Schedule 1.01(l) hereof in items (6) and (7) [500 Boylston and 222 Berkeley], such documentation being in the form of the documents attached hereto as EXHIBIT 5.04(C)(I) (the "500 BOYLSTON AND 222 BERKELEY AMENDMENTS") (the form and substance of which the parties have approved) and that each of the Purchaser and the Seller shall use their best efforts to obtain Hines' agreement to enter into the 500 Boylston and 222 Berkeley Amendments (or documents in a form substantially similar thereto) to be effective as of the Closing Date. In addition, the Seller and the Purchaser acknowledge that they have proposed to C-H Associates, Ltd. ("CHV...
Commercially Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use their 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 to consummate and make effective as promptly as practicable, the transactions contemplated by this Agreement in accordance with the terms hereof and to bring about the satisfaction of all other conditions to the other party’s obligations hereunder; provided, however, that nothing in this Agreement shall obligate any Debtor, or Purchaser, or any of their respective Affiliates, to waive or modify any of the terms and conditions of this Agreement or any documents contemplated hereby, except as expressly set forth herein.
Commercially Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Shareholders Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Clause 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including under the HSR Act) and (iii) the obtaining of all necessary consents, approvals or waivers from third parties.
Commercially Reasonable Efforts; Notification. 36 5.5 Post-Closing SEC Filings 37 5.6 Retirement of ISIS Debt 37 5.7 Form 8-K 37 5.8 Tax Matters 37 5.9 Indemnification of Directors and Officers of Company 38 ARTICLE VI. CONDITIONS TO THE MERGER 40 6.1 Conditions to Obligations of Each Party to Effect the Merger 40 6.2 Additional Conditions to Obligations of Company 40 6.3 Additional Conditions to Obligations of Parent and Merger Sub 41 ARTICLE VII. TERMINATION, AMENDMENT AND WAIVER 42 7.1 Termination 42 7.2 Notice of Termination; Effect of Termination 43 7.3 Fees and Expenses 44 ARTICLE VIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 44 8.1 Survival of Representations and Warranties 44 8.2 Indemnification; Escrow Arrangement 44 8.3 Stockholder Representative 51 ARTICLE IX. GENERAL PROVISIONS 54 9.1 Notices 54 9.2 Interpretation 56 9.3 Counterparts 57 9.4 Entire Agreement; Third Party Beneficiaries 57 9.5 Severability 57 9.6 Cumulative Remedies 57 9.7 Specific Performance 57 9.8 Governing Law 57 9.9 Rules of Construction 57 9.10 Assignment 58 9.11 Amendment 58 9.12 Extension; Waiver 58 9.13 Relationship 58 Schedules Schedule 1Definitions Exhibits Exhibit ACertificate of Merger of EB Acquisition Corp. into Ercole Biotech, Inc. Exhibit BList of Company Stockholders Exhibit COpinion of Counsel to Parent Exhibit DOpinion of Counsel to Company Exhibit E – Escrow Agent Fee Schedule AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 12, 2008, by and among (i) AVI BioPharma, Inc., an Oregon corporation (“Parent”), (ii) EB Acquisition Corp., a Delaware corporation (“Merger Sub”) that is a wholly-owned subsidiary of Parent, and (iii) Ercole Biotech, Inc., a Delaware corporation (“Company”), and the Stockholder Representative (as defined in Section 8.3 hereof). Each of Parent, Merger Sub and Company are sometimes referred to as a “party” and collectively as the “parties.” Capitalized terms not defined in the text of this Agreement are defined on Schedule 1.
Commercially Reasonable Efforts; Notification. (a) ---------------------------------------------- Upon the terms and subject to the conditions set forth in this Agreement, each Party agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Restructuring Transaction, the TSAT Merger and (if the TSAT Merger shall not first have been consummated) the Tempo Sale, including using its commercially reasonable efforts to (i) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtain all necessary consents, approvals or waivers from third parties, (iii) respond to requests for information from the Department of Justice, the Federal Trade Commission, the FCC and any other Governmental Entity relating to the Restructuring Transaction, the TSAT Merger or the Tempo Sale, (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or all or any part of the Restructuring Transaction, the TSAT Merger or the Tempo Sale, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, TSAT and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Roll-up Plan, including, for avoidance of doubt, the Restructuring Transaction, the TSAT Merger, the Tempo Sale, the Voting Agreements, this Agreement, the TSAT Merger Agreement, the TSAT Tempo Agreement or the TSAT Stockholders Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Restructuring Transaction, the TSAT Merger, the Tempo Sale, the Voting Agreements, this Agreement, the TS...