Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Target and Acquiror shall use their respective reasonable good faith efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, 0xxxxxxx.xxx and Cd-Rom shall use Cd-Rom respective best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Securities Act, and applicable blue sky or similar securities laws and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto and shall supply all additional internally prepared information requested in connection therewith; (ii) make merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto and shall supply all additional internally prepared information requested in connection therewith; (iii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.
Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their respective commercially reasonable efforts to (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and this Agreement and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto, including without limitation notices required under the Antitrust Laws (as defined below) and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, including those required under the HSR Act; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of Seller, Purchaser and Parent shall use its reasonable commercial efforts to (a) make all necessary filings with respect to the Acquisition and this Agreement under the Securities Act, the Exchange Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (b) make premerger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies, if any, and, subject to Section 8.2 of this Agreement, obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (c) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Acquisition and (d) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Seller shall use its respective commercially reasonable efforts to (a) make all necessary filings with respect to the transactions contemplated in this Agreement under applicable federal and state laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (b) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and other ancillary agreements and the consummation of the transactions contemplated in the Agreement and (c) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable. Purchaser acknowledges that it has already received from Seller a copy of Form TP-153 of the New York State Department of Taxation and Finance.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, Sellers and Purchaser shall use their “best efforts” to (a) make all necessary filings with respect to the Purchaser Shares, Transaction and this Agreement under applicable federal, blue sky, British or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith, (b) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Acquisition and (c) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, the parties shall prepare, file, and cooperate in the preparation and filing of: (i) any necessary filings with respect to the Merger and this Agreement under the Securities Act, the Exchange Act and applicable blue sky or similar securities laws and any required approvals and clearances with respect thereto and any additional information requested in connection therewith; (ii) any merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and any required approvals and clearances with respect thereto and any additional information requested in connection therewith; and (iii) any consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger.
Regulatory Filings; Consents; Reasonable Efforts. (a) Each of the Buyer and the Seller shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Buyer or the Seller or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, including those required under the HSR Act, if any, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby required under the Securities Act and the Exchange Act and any other applicable federal, state or foreign securities laws.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the terms and conditions of this Agreement, CNI, Network General and NGTC shall use their respective best efforts to (i) make all necessary filings with respect to the Purchase and this Agreement under the Securities Act, and applicable blue sky or similar securities laws and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto and shall supply all additional information requested in connection therewith; (ii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Purchase; and (iii) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.
Regulatory Filings; Consents; Reasonable Efforts. Subject to the -------------------------------------------------- terms and conditions of this Agreement, PhotoLoft and EVG shall use their respective best efforts to (i) make all necessary filings with respect to the Merger and this Agreement under the Exchange Act and applicable Blue Sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger; and (iii) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby.
