Common use of Consummation of the Merger Clause in Contracts

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, each of Parent, on the one hand, and the Company, on the other hand, will cooperate with the other and use (and will cause their respective Subsidiaries to use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger, including preparing and filing promptly, and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or Third Party necessary, proper or advisable to consummate the Merger. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Company to pay any consideration to a Third Party from whom consent, approval or waiver is requested.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Online Inc), Agreement and Plan of Merger (B. Riley Financial, Inc.)

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Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, each of Parent, on the one hand, and each of the CompanyPartnership and the Partnership GP, on the other hand, will shall cooperate with the other and use (and will shall cause their respective Subsidiaries to use) use its commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Mergertransactions contemplated hereby, including preparing and filing promptly, and fully as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permitsPermits, authorizations and other confirmations from any Governmental Entity Authority or Third Party third party necessary, proper or advisable to consummate the Merger. Notwithstanding anything to the contrary contained herein, nothing in transactions contemplated hereby and (iii) defend any Proceedings challenging this Agreement shall require or the Company to pay any consideration to a Third Party from whom consent, approval or waiver is requestedconsummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Midcoast Energy Partners, L.P.)

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, each of ParentParent and Merger Sub, on the one hand, and each of the CompanyPartnership and the General Partner, on the other hand, will shall cooperate with the other and use (use, and will shall cause each of their respective Subsidiaries to use) , its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Mergertransactions contemplated hereby, including preparing and filing promptly, and fully with any applicable Governmental Authority as promptly as practicable all documentation to effect all necessary necessary, proper or advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permitsPermits, authorizations and other confirmations from any Governmental Entity Authority or Third Party third party necessary, proper or advisable to consummate the Merger. Notwithstanding anything to the contrary contained herein, nothing in transactions contemplated hereby and (iii) defend any Proceedings challenging this Agreement shall require or the Company to pay any consideration to a Third Party from whom consent, approval or waiver is requestedconsummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blueknight Energy Partners, L.P.)

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, during the Pre-Closing PeriodAgreement (including Section 7.1(d)), each of Parentthe Parent Entities, on the one hand, and the CompanyPartnership Entities, on the other hand, will cooperate with the other and use (and will cause their respective Subsidiaries to use) its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger, including preparing and filing promptly, promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity Authority or Third Party third party necessary, proper or advisable to consummate the Merger. Notwithstanding anything to the contrary contained herein, nothing in (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement shall require or the Company to pay any consideration to a Third Party consummation of the Merger and (iv) obtain all necessary consents, approvals or waivers from whom consentthird parties. For purposes of this Agreement, approval or waiver is requested.β€œ

Appears in 1 contract

Samples: Agreement and Plan of Merger (QR Energy, LP)

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, each of ParentParent and Merger Sub, on the one hand, and each of the CompanyPartnership and the Partnership GP, on the other hand, will shall cooperate with the other and use (use, and will shall cause each of their respective Subsidiaries to use) , its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Mergertransactions contemplated hereby, including preparing and filing promptly, and fully as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permitsPermits, authorizations and other confirmations from any Governmental Entity Authority or Third Party third party necessary, proper or advisable to consummate the Merger. Notwithstanding anything to the contrary contained herein, nothing in transactions contemplated hereby and (iii) defend any Proceedings challenging this Agreement shall require or the Company to pay any consideration to a Third Party from whom consent, approval or waiver is requestedconsummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valero Energy Partners Lp)

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Consummation of the Merger. (a) a. Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, each of Parent, on the one hand, and the Company, on the other hand, will cooperate with the other and use (and will cause their respective Subsidiaries to use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger, including preparing and filing promptly, promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments (including any required or recommended filings under applicable Competition Laws), and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or Third Party necessary, proper or advisable to consummate the MergerMerger and (iii) obtain all necessary consents, approvals or waivers from third parties. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Company to pay any consideration to a Third Party from whom consent, approval or waiver is requested.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ZAGG Inc)

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, during the Pre-Closing PeriodAgreement (including Section 7.1(c)), each of Parentthe Parent Entities, on the one hand, and each of the CompanyPartnership Entities, on the other hand, will cooperate with the other and use (and will cause their respective Subsidiaries to use) its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger, including preparing and filing promptly, promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permitspermits (including Environmental Permits), authorizations and other confirmations from any Governmental Entity Authority or Third Party third party necessary, proper or advisable to consummate the Merger. Notwithstanding anything to the contrary contained herein, nothing in (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement shall require or the Company to pay any consideration to a Third Party consummation of the Merger and (iv) obtain all necessary consents, approvals or waivers from whom consent, approval or waiver is requestedthird parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eagle Rock Energy Partners L P)

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