Common use of Proceedings Clause in Contracts

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its counsel, and Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 9 contracts

Samples: Stock Purchase Agreement (Overstock Com Inc), Asset Purchase Agreement (Castle Dental Centers Inc), Asset Purchase Agreement (Castle Dental Centers Inc)

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Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Shareholders and its their counsel, and Purchaser the Shareholders shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Astronics Corp), Securities Exchange Agreement (Venus Beauty Supply Inc), Securities Exchange Agreement (Brighton Technologies Corp)

Proceedings. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement Agreement, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to Purchaser Buyer and its counsel, and Purchaser Buyer and its counsel shall have received copies of all such documents and other evidence as it Buyer or its counsel counsel, as the case may be, may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewithwith said transactions.

Appears in 6 contracts

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp), Purchase and Sale Agreement (Granite Broadcasting Corp), Stock Purchase Agreement (Granite Broadcasting Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto any Ancillary Agreement shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents instruments and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 6 contracts

Samples: Share Purchase Agreement (Teleplus Enterprises Inc), Share Purchase Agreement (Teleplus Enterprises Inc), Share Purchase Agreement (Teleplus Enterprises Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its their counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 6 contracts

Samples: Securities Exchange Agreement (Venus Beauty Supply Inc), Securities Exchange Agreement (Great American Backrub Store Inc), Securities Exchange Agreement (Brighton Technologies Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall must be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request requested in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (MDC Partners Inc), Membership Interest Purchase Agreement (Porch Group, Inc.), Stock Purchase Agreement (Major Automotive Companies Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall necessary to the consummation thereof, will be reasonably satisfactory in form and substance to each Purchaser and its counsel, and each Purchaser shall and its counsel will have received copies (executed or certified as may be appropriate) of all documents, instruments, and agreements that such documents and other evidence as it Purchaser or its counsel may reasonably request in order to establish connection with the consummation of such transactions and the taking of all proceedings in connection therewithtransactions.

Appears in 5 contracts

Samples: Shareholder Agreement (F Jotan LLC), Second Supplemental Shareholder Agreement (Jotan Inc), First Supplemental Shareholder Agreement (Jotan Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser BETA and its their counsel, and Purchaser BETA shall have received copies of all such documents and other evidence evi­dences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 4 contracts

Samples: Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Buyer and its counsel, and Purchaser Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be were reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request requested in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Driven Deliveries, Inc.), Asset Purchase Agreement (Ballroom Dance Fitness, Inc.), Asset Purchase Agreement (Rio Bravo Oil, Inc.)

Proceedings. All proceedings to be taken on the part of the Company in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its counselPurchasers, and Purchaser Purchasers shall have received copies of all such documents and other evidence evidences as it or its counsel Purchasers may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 3 contracts

Samples: Purchase Agreement (Acorn Products Inc), Subscription Agreement (Vertex Industries Inc), Subscription Agreement (Midmark Capital Lp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall necessary to the consummation thereof, will be reasonably satisfactory in form and substance to Purchaser and its counsel, and Purchaser shall and its counsel will have received copies (executed or certified as may be appropriate) of all such documents documents, instruments, and other evidence as it agreements that Purchaser or its counsel may reasonably request in order to establish connection with the consummation of such transactions and the taking of all proceedings in connection therewithtransactions.

Appears in 3 contracts

Samples: Shareholder Agreement (Seacoast Capital Partners LTD Partnership), Shareholder Agreement (RSTW Partners Iii Lp), Shareholder Agreement (Valuestar Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Group and its counsel, and Purchaser Group shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Aviation Group Inc), Stock Purchase Agreement (Aviation Group Inc), Stock Purchase Agreement (Aviation Group Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its their counsel, and Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Ems Find, Inc.), Stock Purchase Agreement (Hybrid Technologies Inc.), Stock Purchase Agreement (Zingo, Inc)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its counsel, and Purchaser Seller shall have received copies of all such documents and other evidence as it its or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc), Stock Purchase Agreement (Teletouch Communications Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its counsel, and Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Hybrid Technologies Inc.), Stock Purchase Agreement (Ems Find, Inc.), Stock Purchase Agreement (Zingo, Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Buyer and its counsel, and Purchaser Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc), Transition Services Agreement (Autobytel Inc)

Proceedings. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement Agreement, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to Purchaser Seller and its counsel, and Purchaser Seller and its counsel shall have received copies of all such documents and other evidence as it Seller or its counsel counsel, as the case may be, may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewithwith said transactions.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Hispanic Television Network Inc), Stock Purchase Agreement (Granite Broadcasting Corp), Stock Purchase Agreement (Granite Broadcasting Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory satisfactory, in all material respects, in form and substance to Purchaser and its counsel, and Purchaser shall have received copies of all such documents and other evidence as it Purchaser or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Career Education Corp), Stock Purchase Agreement (Career Education Corp), Share Purchase Agreement (Career Education Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Astronics Corp), Stock Purchase Agreement (Astronics Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall must be reasonably satisfactory in form and substance to Purchaser the Seller and its counsel, and Purchaser the Seller shall have received copies of all such documents and other evidence evidences as it or its his counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Major Automotive Companies Inc), Stock Purchase Agreement (Fidelity Holdings Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Controlling Shareholder and its the Company, and their counsel, and Purchaser the Controlling Shareholder and the Company shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Share Sale and Contribution Agreement (Regenesis Holdings Inc), Share Sale and Contribution Agreement (Fuelnation Inc)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Sellers and its counsel, and Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Pacific Telcom Inc), Stock Purchase Agreement (Pacific Telcom Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Sellers and its the Shareholders and their counsel, and Purchaser Sellers and the Shareholders shall have received copies of all such documents and other evidence as it its or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Plan and Agreement of Reorganization (Castle Dental Centers Inc), Asset Purchase Agreement (Castle Dental Centers Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its counsel, and Purchaser shall have received copies of all such documents and other evidence as it Purchaser or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Career Education Corp), Stock Purchase Agreement (Career Education Corp)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by in this Agreement and all documents incident thereto any Operative Documents shall be reasonably satisfactory in form and substance to Purchaser and its counselthe Seller, acting reasonably, and Purchaser the Seller shall have received copies of all such documents the instruments and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Global Payments Inc), Asset Purchase Agreement (Global Payments Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall be were reasonably satisfactory in form and substance to Purchaser the Seller and its counsel, counsel and Purchaser shall have the Seller received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions transaction and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ballroom Dance Fitness, Inc.), Asset Purchase Agreement (Rio Bravo Oil, Inc.)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto the Operative Documents shall be reasonably satisfactory in form and substance to Purchaser and its counselthe Purchaser, acting reasonably, and the Purchaser shall have received copies of all such documents instruments and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such the transactions and the taking of all necessary proceedings in connection therewith.;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Global Payments Inc), Asset Purchase Agreement (Global Payments Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto hereto and thereto, shall be reasonably satisfactory in form and substance to Purchaser Sellers and its their counsel, and Purchaser Sellers shall have received copies of all such documents and other evidence as it or its counsel reasonably may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Weststar Environmental Inc), Stock Purchase Agreement (Weststar Environmental Inc)

Proceedings. All proceedings to be taken on the part of the Company in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its legal counsel, and Purchaser shall have received copies of all such documents and other evidence as it or its counsel Purchaser may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Investment Agreement (Lund International Holdings Inc), Investment Agreement (Lih Holdings LLC)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Securities Purchase Agreement (American Physician Partners Inc), Securities Purchase Agreement (Banque Paribas)

Proceedings. All proceedings to be taken in connection with ----------- the transactions contemplated by this Agreement and all documents incident thereto shall be were reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request requested in order to establish effectuate the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Razorfish Inc), Stock Purchase Agreement (Razorfish Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall be are reasonably satisfactory in form and substance to Purchaser the Seller, the Company and its counsel, their counsel and Purchaser shall have the Company has received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions transaction and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Agency Com LTD)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Decorate and its counsel, and Purchaser Decorate shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Exchange Agreement (Decorize Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its counsel, and Purchaser Seller shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Purchase Agreement (Foster Wheeler Corp)

Proceedings. All proceedings to be taken in connection with ----------- the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clarus Corp)

Proceedings. All proceedings to be taken in connection with the ------------ transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Omi Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, the Conveyance Document and all documents incident thereto shall must be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request requested in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (MDC Partners Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its counselBuyer, and Purchaser Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mariner Health Group Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto (including without limitation the Transaction Documents and the Transaction Ancillary Documents) shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and Purchaser shall have received executed copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Workhorse Group Inc.)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall be thereto, were reasonably satisfactory in form and substance to Purchaser the Seller’s Representative and its counsel, and Purchaser the Sellers’ Representative shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions transaction and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Solomon Technologies Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be were reasonably satisfactory in form and substance to the Purchaser and its the Purchaser’s counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request requested in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Solomon Technologies Inc)

Proceedings. All proceedings required to be taken in connection with for the transactions contemplated by this Agreement and all documents incident thereto shall be were reasonably satisfactory in form and substance to the Purchaser and its the Stockholders and their counsel, and the Purchaser and the Stockholders shall have received copies of all such the documents and other evidence as it they or its their counsel may reasonably request in order requested to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (GSV Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to Purchaser Sellers and its counsel, and Purchaser Sellers shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Abraxas Petroleum Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall must be reasonably satisfactory in form and substance to Purchaser the Seller and its counsel, the Company and Purchaser their counsel and the Seller and the Company shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Porch Group, Inc.)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance substance, in all material respects, to Purchaser Sellers and its their counsel, and Purchaser Sellers shall have received copies of all such documents and other evidence as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Career Education Corp)

Proceedings. All proceedings to be taken in connection with the transactions assumption of the Assumed Liabilities and payment of the purchase price contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Seller and its counsel, and Purchaser the Seller shall have received copies of all such documents and other evidence as it or its counsel may shall reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Camelot Music Holdings Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Guidelocator and its their counsel, and Purchaser Guidelocator shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Exchange Agreement (Decorize Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its counsel, and Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Purchase Agreement (Global Power Equipment Group Inc/)

Proceedings. All proceedings to be taken in connection with ----------- the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Purchasers and its their counsel, and Purchaser Purchasers shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Subscription Agreement (Specialty Products & Insulation Co)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser LEAGUE NOW and its their counsel, and Purchaser LEAGUE NOW shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Exchange Agreement (League Now Holdings Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its counsel, and Purchaser Seller shall have received copies of all such documents and other evidence as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Transition Services Agreement (Autobytel Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement by Alpha, and all documents incident thereto thereto, shall be reasonably satisfactory in form to the Sellers and substance to Purchaser and its their counsel, and Purchaser the Sellers shall have received copies a true, correct and complete copy of all such documents and other evidence as it the Sellers or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.;

Appears in 1 contract

Samples: Acquisition Agreement (Mdu Communications International Inc)

Proceedings. All proceedings to be taken on the part of the Company in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its counselPurchaser, and Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel Purchaser may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Note Purchase Agreement (Skyline Multimedia Entertainment Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Sellers, the Shareholders and its their counsel, and Purchaser the Sellers and the Shareholders shall have received copies of all such documents and other evidence as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Castle Dental Centers Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Purchasers and its their counsel, and Purchaser the Purchasers shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Common Stock Subscription Agreement (Infinity Investors LTD)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its counsel, and Purchaser Seller shall have received copies of all such documents and other evidence as it its or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teletouch Communications Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Buyer and its counsel, and Purchaser Buyer shall have received copies of all such documents and all other evidence as it Buyer or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Acquisition Agreement (President Casinos Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto the Transaction Documents shall be reasonably satisfactory in form and substance to Purchaser and its counselBuyer, and Purchaser Buyer shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nb Financial LTD)

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Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Vendor and its counsel, and Purchaser it shall have received copies of all such documents instruments and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Article Xiv Non (Nutramax Products Inc /De/)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall necessary to the consummation thereof, will be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall and its counsel will have received copies (executed or certified as may be appropriate) of all such documents documents, instruments, and other evidence as it agreements that the Purchaser or its counsel may reasonably request in order to establish connection with the consummation of such transactions and the taking of all proceedings in connection therewithtransactions.

Appears in 1 contract

Samples: Shareholder Agreement (Massic Tool Mold & Die Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence as it or its counsel may shall reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Camelot Music Holdings Inc)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Sellers and its their counsel, and Purchaser Sellers shall have received copies of all such documents and other evidence as it its or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Teletouch Communications Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Inkine Pharmaceutical Co Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall must be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order requested to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Majesco Entertainment Co)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Sentry and its their counsel, and Purchaser Sentry shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Agreement (Travelnowcom Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be have been reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may have reasonably request requested in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents instruments and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Article Xiv Non (Nutramax Products Inc /De/)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement Agreement, and all documents incident thereto shall necessary to the consummation thereof, will be reasonably satisfactory in form and substance to each Purchaser and its counsel, and each Purchaser shall and its counsel will have received copies (executed or certified as may be appropriate) of all documents, instruments, and agreements that such documents and other evidence as it Purchaser or its counsel may reasonably request in order to establish connection with the consummation of such transactions and the taking of all proceedings in connection therewithtransactions.

Appears in 1 contract

Samples: Shareholder Agreement (Rice Partners Ii L P)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its counsel, and Purchaser Seller shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Purchase Agreement (Global Power Equipment Group Inc/)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be are reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have has received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Agency Com LTD)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser and its their counsel, and Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Purchase Agreement (Foster Wheeler Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be were reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request requested in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cybershop International Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance substance, in all material respects, to Purchaser Sellers and its their counsel, and Purchaser Sellers shall have received copies of all such documents and other evidence as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.. -49-

Appears in 1 contract

Samples: Share Purchase Agreement (Career Education Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance substance, in all material respects, to Purchaser Seller, Parent and its their counsel, and Purchaser Seller and Parent shall have received copies of all such documents and other evidence as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Career Education Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller, Stockholders and its their counsel, and Purchaser Seller and Stockholders shall have received copies of all such documents and other evidence as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Career Education Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be were reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Exchange Agreement (Agency Com LTD)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto hereto and thereto, shall be reasonably satisfactory in form and substance to Purchaser and its counsel, and Purchaser shall have received copies of all such documents and other evidence as it or its counsel reasonably may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cavalier Homes Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Shareholder and its his counsel, and Purchaser the Shareholder shall have received copies of all such documents and other evidence as it his or its his counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Dental Centers Inc)

Proceedings. All proceedings to be taken in connection with the ------------ transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Seller and its their counsel, and Purchaser the Seller shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Omi Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, counsel and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hi Rise Recycling Systems Inc)

Proceedings. All proceedings to be taken in connection with the ----------- transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser EXPERIAN and its counsel, and Purchaser EXPERIAN shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Venture Agreement (First American Financial Corp)

Proceedings. All proceedings required to be taken in connection with for the transactions contemplated by this Agreement and all documents incident thereto shall be were reasonably satisfactory in form and substance to Purchaser the Seller and its counsel, and Purchaser the Seller shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order requested to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (GSV Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its Seller's counsel, and Purchaser Seller shall have received copies of all such documents and other evidence as it Seller or its Seller's counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Career Education Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Buyers and its counsel, and Purchaser Buyers shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewithtransactions.

Appears in 1 contract

Samples: 1 Asset Purchase Agreement (Bioshield Technologies Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its counsel, counsel and Purchaser Seller shall have received copies of all of such documents and all other evidence as it Seller or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all appropriate proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Acquisition Agreement (President Casinos Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto shall necessary to the consummation of this Agreement, will be reasonably satisfactory in form and substance to Purchaser and its counsel, and Purchaser shall and its counsel will have received copies (executed or certified as may be appropriate) of all documents, instruments, and agreements that Purchaser or such documents and other evidence as it or its counsel may reasonably request in order to establish connection with the consummation of such transactions and the taking of all proceedings in connection therewithtransactions.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Ultrak Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Selling Shareholders, and its their counsel, and Purchaser the Selling Shareholders shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Atlas Recreational Holdings Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident incidental thereto shall be reasonably satisfactory in form and substance to Purchaser the Buyer and its counsel, acting reasonably, and Purchaser the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Escrow Agreement (Sepracor Inc /De/)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Ascot and its counsel, and Purchaser Ascot shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Exchange Agreement (Great American Backrub Store Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Acquiree and its counsel, and Purchaser Acquiree shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Agreement (Travelnowcom Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Firstcom Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Company and its counsel, the Shareholder and Purchaser their counsel and the Company and the Shareholder shall have received copies of all such documents and other evidence evidences as it they or its their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hi Rise Recycling Systems Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement Agreement, and all documents incident thereto thereto, shall be have been reasonably satisfactory in form and substance to Purchaser the Seller, and its their counsel, and Purchaser the Seller shall have received copies of all such documents and other evidence evidences as it or its counsel may have reasonably request requested in order to establish the consummation of such transactions transaction and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement

Proceedings. All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement Agreement, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to Purchaser Seller and its her counsel, and Purchaser Seller and her counsel shall have received copies of all such documents and other evidence as it Seller or its counsel her counsel, as the case may be, may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewithwith said transactions.

Appears in 1 contract

Samples: Purchase Agreement (Granite Broadcasting Corp)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser Seller and its the Shareholders and their counsel, and Purchaser Seller and the Shareholders shall have received copies of all such documents and other evidence as it its or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Castle Dental Centers Inc)

Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement by Acquiror and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser the Company and its counsel, counsel and Purchaser the Company shall have received copies a true, correct and complete copy of all such documents and other evidence as it the Company or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ishopper Com Inc)

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