Common use of Required Approvals Clause in Contracts

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Onelink Inc), Asset Purchase Agreement (Hooker Furniture Corp), Asset Purchase Agreement (F5 Networks Inc)

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Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Exhibit 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jordan 1 Holdings Co), Security Agreement (Viva International Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified required in Part 3.2(c)this Agreement, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexgen Biofuels LTD), Asset Purchase Agreement (Nexgen Biofuels LTD)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements applicable Law to be made by it to consummate the Contemplated Transactionstransactions contemplated by this Agreement. Buyer also shall cooperate, and cause its Related Persons to cooperate, cooperate with Seller (a) with respect to all filings Seller shall be required by Legal Requirements applicable Law to make and (b) in obtaining all Consents identified in Part 3.2(c), Material Consents; provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Barry R G Corp /Oh/), Asset Purchase Agreement (Barry R G Corp /Oh/)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, cooperate with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Schedule 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Checkpoint Systems Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, cooperate with Seller Sellers (a) with respect to all filings Seller shall be Sellers are required by Legal Requirements to make with respect to the Contemplated Transactions and (b) in obtaining all Consents identified in Part 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Hooper Holmes Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer or Parent shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Schedule 3.2(c), provided, however, that Buyer or Parent shall not be required to dispose of or make any change to its business, expend any material funds funds, or incur any other burden in order to comply with this Section 6.1.. {W0911334.1}

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons Representatives and Affiliates to cooperate, with Seller Target (a) with respect to all filings Seller Target shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Schedule 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Merger Agreement (Regal Entertainment Group)

Required Approvals. As promptly as reasonably practicable after the date of this Agreement, Buyer Buyers shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer Buyers also shall cooperate, and cause its Related Persons to cooperate, with Seller and Subsidiary (a) with respect to all filings Seller and Subsidiary shall be required by Legal Requirements to make make, and (b) in obtaining all Consents identified in Part 3.2(c), provided, however, that Buyer Buyers shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Solomon Technologies Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer or Parent shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller Sellers (a) with respect to all filings any Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Schedule 3.2(c), provided, however, that Buyer or Parent shall not be required to dispose of or make any change to its business, expend any material funds funds, or incur any other burden in order to comply with this Section 6.1.. {W1118977.1}

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons Representatives to cooperate, with Seller Sellers (a) with respect to all filings Seller Sellers shall be required by Legal Requirements to make and (b) in obtaining all Consents consents, approvals or authorizations identified in Part 3.2(c)Section 7.2, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Britesmile Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)Consents, provided, however, that Buyer shall not be required to dispose of of, or make any change to to, its business, expend any material funds or incur any other burden in order to comply with this Section 6.18.1.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Advanced Nutraceuticals Inc/Tx)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Schedule 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Luna Innovations Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it Buyer to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller and its Representatives: (a) with respect to all filings Seller shall be required by Legal Requirements to make make, and (b) in obtaining all Consents identified in Part 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds funds, or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chad Therapeutics Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)Section 4.2.3, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.17.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)Exhibit 7.3, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other material burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allete Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate complete the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)Schedule 7.3, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Golden Eagle International Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons affiliates to cooperate, with Seller Sellers (a) with respect to all filings Seller Sellers shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Section 3.2(c)) of the Disclosure Schedules, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactionstransactions contemplated hereunder. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(cSchedule 5.2(c), ; provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.18.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (MGP Ingredients Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by material Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by material Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)3.2.3, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isonics Corp)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements applicable law or regulation to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller Sellers (a) with respect to all filings either Seller shall be required by Legal Requirements applicable law or regulation to make and (b) in obtaining all Consents identified in Part 3.2(c)Schedule 3.2, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Radnor Holdings Corp)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller Seller, the LLCs or the LP shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Schedule 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Secured Diversified Investment LTD)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements legal requirements to be made by it to consummate the Contemplated Transactionscontemplated transactions. Buyer also shall cooperate, and cause its Related Persons Affiliates (as defined under the Exchange Act) to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements legal requirements to make and (b) in obtaining all Consents consents identified in Part 3.2(c)Section 3.5, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: 2 Asset Purchase Agreement (Electric Fuel Corp)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons Representatives, subsidiaries and affiliates to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)make, provided, however, that Buyer shall not be required to dispose of or make any change changes to its business, expend any material funds or incur any other burden in order to comply with this Section 6.15.1.

Appears in 1 contract

Samples: Asset Lease and Purchase Agreement (Syntroleum Corp)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)Schedule 3.2, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)Exhibit 7.3, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material Material funds or incur any other Material burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allete Inc)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactionstransactions contemplated herein. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller the Company (a) with respect to all filings Seller the Company shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c)Section 4.2(c) of the Disclosure Schedule, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1Article 7.

Appears in 1 contract

Samples: Share Purchase Agreement (Aerosonic Corp /De/)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, business or expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cabot Microelectronics Corp)

Required Approvals. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Part Schedule 3.2(c), ; provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)

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