Additional Agreements. (a) Subject to Section 5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.)
Additional Agreements. (a) Subject to Section 5.7(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cadence Design Systems Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc)
Additional Agreements. (a) Subject to Section 5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Parent and the Company shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company Parent or Company, as the case may be, during the Pre-Closing Period.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Ribogene Inc / Ca/), Agreement and Plan of Reorganization (Questcor Pharmaceuticals Inc)
Additional Agreements. (a) Subject to Section 5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jni Corp), Agreement and Plan of Merger (Applied Micro Circuits Corp), Agreement and Plan of Merger (Applied Micro Circuits Corp)
Additional Agreements. (a) Subject to Section 5.7(b5.10(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.10(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al)
Additional Agreements. (a) Subject to Section 5.7(b), Each of Parent and the Company shall use all its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), foregoing each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all its reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. The Company Each party shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company it during the Pre-Closing Period.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan (First Virtual Communications Inc)
Additional Agreements. (a) Subject to Section 5.7(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hoshizaki America, Inc.), Agreement and Plan of Merger (Lancer Corp /Tx/), Agreement and Plan of Merger (Lancer Corp /Tx/)
Additional Agreements. (a) Subject to Section 5.7(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable its best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable its best efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Quantum Corp /De/), Agreement and Plan of Merger and Reorganization (Snap Appliances Inc), Agreement and Plan of Merger and Reorganization (Meridian Data Inc)
Additional Agreements. (a) Subject to Section 5.7(b5.9(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.9(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (LJL Biosystems Inc)
Additional Agreements. (a) Subject to Section 5.7(b6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger or any and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the MergerOffer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Starbase Corp), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Borland Software Corp)
Additional Agreements. (a) Subject to Section 5.7(b), Each of Parent and the Company shall use all its commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), foregoing each party to this Agreement (ia) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, ; (iib) shall use all its commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, ; and (iiic) shall use all its commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company it during the Pre-Closing Period.
Appears in 3 contracts
Samples: Employment Agreement (Titan Corp), Document Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Globalnet Inc)
Additional Agreements. (a) Subject to Section 5.7(b5.8(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Acquired Company Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the MergerContemplated Transactions. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acquicor Technology Inc), Agreement and Plan of Merger (Conexant Systems Inc)
Additional Agreements. (a) Subject to Section 5.7(b)the terms hereof, Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementAgreement as expeditiously as reasonably practicable. Without limiting the generality of the foregoing, but subject to Section 5.7(b)the terms hereof, each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)
Additional Agreements. (a) Subject to Section 5.7(b6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger or any and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Cubic Corp /De/), Agreement and Plan of Merger (Ecc International Corp)
Additional Agreements. (a) Subject to Section 5.7(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clarent Corp/Ca), Agreement and Plan of Merger and Reorganization (Act Networks Inc)
Additional Agreements. (a) Subject Without limitation or contravention of the provisions of Section 5.3, and subject to Section 5.7(b)the terms and conditions of this Agreement, Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b)the terms and conditions of this Agreement, each party Party to this Agreement shall (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Merger and the other transactions contemplated by this Agreement, Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party Party in connection with the Merger or any of the other transactions contemplated by this Agreement, Transactions; and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMerger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zeltiq Aesthetics Inc), Agreement and Plan of Merger (Zeltiq Aesthetics Inc)
Additional Agreements. (a) Subject to Section 5.7(b), Each of Parent and the Company shall use all its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), foregoing each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all its reasonable best efforts to lift any restraint, injunction or other legal bar to the Offer and the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company it during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Datron Systems Inc/De), Agreement and Plan of Merger And (Titan Corp)
Additional Agreements. (a) Subject to Section 5.7(b6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company Each party shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period.
Appears in 2 contracts
Samples: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)
Additional Agreements. (a) Subject to Section 5.7(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Applied Materials Inc /De), Agreement and Plan of Merger and Reorganization (Global Sports Inc)
Additional Agreements. (a) Subject to Section 5.7(b6.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.7(b), each party to this Agreement (i) shall make all deliveries and filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such delivery or filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement of Merger (Mellanox Technologies, Ltd.), Agreement of Merger (Voltaire Ltd.)
Additional Agreements. (a) Subject to Section 5.7(b6.4(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.4(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions. Each of Parent and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Additional Agreements. (a) Subject to Section 5.7(b), Each of Parent and the Company shall use all its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b), foregoing each party to this Agreement (ia) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, ; (iib) shall use all its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, ; and (iiic) shall use all its reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company it during the Pre-Closing Period.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Safenet Inc), Agreement and Plan of Reorganization (Cylink Corp /Ca/)
Additional Agreements. (a) Subject to Section 5.7(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger Combination and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Combination and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Combination or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the MergerCombination. The Company parties shall promptly deliver to Parent each other a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc)
Additional Agreements. (a) Subject to Section 5.7(b6.3(b), Parent and Parent, Purchaser, the Company and each Selling Shareholder shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger Acquisition and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.3(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Acquisition and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Acquisition or any of the other transactions contemplated by this AgreementContemplated Transactions. Each of Parent, Purchaser and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (a) Subject to Section 5.7(b), Parent and the Company shall use all reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions as promptly as practicable. Without limiting the generality of the foregoing, but subject to Section 5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions, (ii) shall use all reasonable efforts to obtain each Consent (if any) required required, proper or advisable to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger or any and each of the other transactions contemplated by this Agreement, Transactions and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (a) Subject to Section 5.7(b)the terms and conditions of this Agreement, Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b)the terms and conditions of this Agreement, each party Party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party Party in connection with the Merger or any of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerOffer or the Merger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ambit Biosciences Corp)
Additional Agreements. (a) Subject Without limitation or contravention of the provisions of Section 5.3, and subject to Section 5.7(b)the terms and conditions of this Agreement, Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b)the terms and conditions of this Agreement, each party Party to this Agreement shall (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Merger and the other transactions contemplated by this AgreementTransactions, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party Party in connection with the Merger or any of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMerger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Additional Agreements. (a) Subject to Section 5.7(b5.9(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as possible after the date of this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.9(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. Parent shall promptly deliver to the Company a copy of each such filing made, each such notice given and each such Consent obtained by Parent during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Prime Response Inc/De)
Additional Agreements. (a) Subject to Section 5.7(b5.5(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger Arrangement and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.5(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Arrangement and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Arrangement or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the MergerArrangement. The Each of Parent and the Company shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company it during the Pre-Pre- Closing Period.
Appears in 1 contract
Samples: Arrangement Agreement (Counterpath Solutions, Inc.)
Additional Agreements. (aA) Subject to Section 5.7(b5.5(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger Mergers and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.5(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Mergers and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Mergers or any of the other transactions contemplated by this Agreement, Agreement and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMergers. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)
Additional Agreements. (a) Subject to Section 5.7(b6.5(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.5(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (a) Subject to Section 5.7(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger, (iv) shall execute and deliver any additional instruments, documents, certificates or agreements necessary to consummate the Merger and the other transactions contemplated by this Agreement and to carry out the purposes and intent of this Agreement, and (v) shall fulfill their respective obligations under Sections 6 and 7. The Each of the Company and Parent shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company other party during the Pre-Closing Period.
Appears in 1 contract
Samples: Voting Agreement (Compurad Inc)
Additional Agreements. (a) Subject to Section 5.7(b)the terms and conditions of this Agreement, Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b)the terms and conditions of this Agreement, each party Party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Merger and the other transactions Transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party Party in connection with the Merger or any of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMerger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (a) Subject to Section 5.7(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement shall (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company Each party shall promptly deliver to Parent the other, to the extent material, a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (aA) Subject to Section 5.7(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Consilium Inc)
Additional Agreements. (a) Subject to Section 5.7(bthe terms and conditions of this Agreement (including Sections 4.3 and 5.1), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b)the terms and conditions of this Agreement, each party Party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Merger and the other transactions Transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party Party in connection with the Merger or any of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMerger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (a) Subject to Section 5.7(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Applied Materials Inc /De)
Additional Agreements. (a) Subject to Section 5.7(b5.9(b), Parent and the Company shall will use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.9(b), each party to this Agreement (i) shall will make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall will use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall will use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Each of the Company shall and Parent will promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Additional Agreements. (a) Subject to Section 5.7(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Merger or any and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMerger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (a) Subject to Section 5.7(b6.4(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.4(b), each party to this Agreement of Parent, Merger Sub and the Company (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions. Each of Parent and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (a) Subject to Section 5.7(b)7.7(b) and in the case of the Company, Parent subject to Section 5.3, Acquiror and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.7(b7.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this AgreementTransactions, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent Acquiror a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodCompany.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sungard Data Systems Inc)
Additional Agreements. (a) Subject to Section 5.7(b6.6(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.7(b6.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerOffer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Additional Agreements. (aA) Subject to Section 5.7(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger Combination and make effective the other transactions contemplated by this Agreement. Without limiting the 57 generality of the foregoing, but subject to Section 5.7(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger Combination and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Combination or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the MergerCombination. The Company parties shall promptly deliver to Parent each other a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Med-Design Corp)
