Other Actions; Notification Clause Samples
Other Actions; Notification. (a) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. Without limiting the generality of the foregoing, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactions, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing in this Section 6.4 shall require, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent c...
Other Actions; Notification. 47 SECTION 6.5
Other Actions; Notification. 33 6.17 Accountant's Letter........................................33 SECTION 7. CERTAIN CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS....34
Other Actions; Notification. 41 6.5 Access; Consultation..................................................43 6.6 Underwriters..........................................................43 6.7
Other Actions; Notification. (a) Seller and Buyers shall cooperate with each other and use their respective reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transaction and the Note Payoff as soon as practicable.
(b) Each party hereby agrees to perform, and to cause its affiliates to perform, any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement and to effect the transactions contemplated hereby.
Other Actions; Notification. 12 3.3. Publicity........................................................13 3.4.
Other Actions; Notification. (a) Weblink and Metrocall shall cooperate with each other and each shall use (and shall cause their respective Subsidiaries to use) all commercially reasonable efforts: (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including, without limitation, filing and seeking the confirmation of the Metrocall Prearranged Plan and the Weblink Prearranged Plan) as soon as practicable including, without limitation: (A) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents (including concurrently commencing the Weblink
Other Actions; Notification. 20 7.4 Publicity ....................................................21 7.5 Expenses .....................................................21 7.6 Anti-Takeover Statute ........................................21 7.7
Other Actions; Notification. 31 6.6 Publicity................................................................................32 6.7 Benefits.................................................................................32 6.8 Expenses.................................................................................32 -iii- 6 TABLE OF CONTENTS (continued) PAGE 6.9 Indemnification of Officers and Directors................................................33 6.10 Post-Exchange Indemnification............................................................33 6.11 Conversion of Technest Preferred Shares..................................................33 6.12 Increase of Authorized Shares; Reverse Split.............................................33 6.13 Delivery of Exhibits and Schedules.......................................................33 ARTICLE VII. CONDITIONS...........................................................................33 7.1 Conditions to Each Party's Obligation to Effect the Exchange.............................33 7.2 Condition to Obligations of Company......................................................34 7.3 Conditions to Obligation of Technest.....................................................35 7.4 Conditions to the Obligations of the Stockholders........................................36 ARTICLE VIII. TERMINATION..........................................................................37 8.1 Termination by Mutual Consent............................................................37 8.2 Termination by Either Company or Technest................................................37 8.3 Termination by the Company...............................................................37
Other Actions; Notification. (a) The Company and Bionik each shall from the date hereof until the Effective Time cooperate with the other and use its reasonable best efforts to cause to be done all things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third Person and/or any Governmental Entity, in order to consummate the Merger or any of the other transactions contemplated by this Agreement.
(b) The Company shall, upon request by Bionik, furnish Bionik with all information concerning itself, its directors, executive officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made or to be made by or on behalf of Bionik or any of its Subsidiaries to any third Person and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(c) The Company and Bionik each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby.
(d) Bionik’s receipt of information pursuant to Section 4.6(c), Section 4.8 or otherwise shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company in this Agreement and shall not be deemed to amend or supplement the Disclosure Schedule of the Company.