Common use of Further Action; Consents; Filings Clause in Contracts

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) use all commercially reasonable efforts to take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the Exchange and this Agreement, (ii) use all reasonable efforts to obtain from third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquisition or the Company or any Acquisition subsidiary, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the asset sale and the other transactions contemplated by this Agreement that are required under any applicable law.

Appears in 3 contracts

Samples: Share Exchange Agreement (Online Vacation Center Holdings Corp), Share Exchange Agreement (Cataldo William A), Share Exchange Agreement (Alec Bradley Cigar Corp/Fl)

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Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) use all commercially reasonable efforts to take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the Exchange and this AgreementMerger, (ii) use all reasonable efforts to obtain from third parties Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquisition Parent or the Company or any Acquisition subsidiary, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated by this Agreement Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the asset sale Agreement and the other transactions contemplated by this Agreement that are Merger required under any applicable lawLaws. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (About Com Inc), Agreement and Plan of Merger and Reorganization (724 Solutions Inc), Agreement and Plan of Merger (Jupiter Communications Inc)

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the Exchange and this Agreementtransactions contemplated hereby, (ii) use all reasonable efforts to obtain from third parties Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquisition the Parent or the Company or any Acquisition subsidiary, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated by this Agreement hereby and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the asset sale Agreement and the other transactions contemplated by this Agreement that are hereby required under any applicable lawLaws. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Liveperson Inc), Agreement and Plan of Merger (Liveperson Inc)

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) use all commercially reasonable efforts to take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the Exchange and this AgreementTransactions, (ii) use all reasonable efforts to obtain from third parties Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquisition or the Company or any Acquisition subsidiary, it in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated by this Agreement Transactions and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the asset sale Agreement and the other transactions contemplated by this Agreement that are Transactions required under any applicable lawLaws. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings.

Appears in 2 contracts

Samples: Share Exchange Agreement (Veraz Networks, Inc.), Share Exchange Agreement (Eci Telecom LTD/)

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all requisite commercially reasonable best efforts to (i) use all commercially reasonable efforts to take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the Exchange and this Agreementtransactions contemplated hereby, (ii) use all reasonable efforts to obtain from third parties any all applicable Governmental Entities all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquisition Parent, Merger Sub or the Company or any Acquisition subsidiary, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated by this Agreement hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the asset sale Agreement and the other transactions contemplated by this Agreement that are hereby required under any applicable lawLaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neenah Paper Inc)

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Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all requisite commercially reasonable best efforts to (i) use all commercially reasonable efforts to take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the Exchange and transactions contemplated by this Agreement, (ii) use all reasonable efforts to obtain from third parties any all applicable Governmental Entities all consents, licensesLicenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquisition Purchaser or the Company or any Acquisition subsidiary, each Seller in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated by this Agreement Agreement, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the asset sale Agreement and the other transactions contemplated by this Agreement that are required under any applicable lawLaw.

Appears in 1 contract

Samples: Stock Purchase Agreement (Theragenics Corp)

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the Exchange and this Agreementtransactions contemplated hereby, (ii) use all reasonable efforts to obtain from third parties any consents, licenses, permitsall applicable Governmental Entities all Permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquisition Purchaser or the Company or any Acquisition subsidiary, Seller in connection with the authorization, execution and delivery of this Agreement and the consummation of the Exchange and the other transactions contemplated by this Agreement hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the asset sale Agreement and the other transactions contemplated by this Agreement that are hereby required under any applicable lawLaws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Triton Network Systems Inc)

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