Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; (b) obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (State Financial Services Corp), Agreement and Plan of Merger (State Financial Services Corp), Agreement and Plan of Merger (Associated Banc-Corp)
Appropriate Action; Consents; Filings. Section 5.5.1 The Company and Associated Parent shall use all their commercially reasonable efforts to (aA) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingor advisable to be obtained or made by Parent, without limitationthe Purchaser or the Company or any of their respective subsidiaries, all foreign and domestic (federalor to avoid any action or proceeding by any Governmental Entity, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, including without limitation, limitation the Merger; Offer and the Merger and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement, the Offer and the Merger required under (i1) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsLaws, and (iii2) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with (X) preparing and filing of the Offer Documents, the Schedule 14D-9, Proxy Statement (if any) and any Other Filings, (Y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (Z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such filed documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith; and provided, further, that nothing in this Section 5.5.1 shall require Parent or the Company to agree to (I) the imposition of material conditions, (II) the requirement of divestiture of material assets or property or (III) the requirement of expenditure of money by Parent or the Company to a third party (other than a Governmental Entity) in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statementinformation) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Nstor Technologies Inc), Agreement and Plan of Merger (Xyratex LTD)
Appropriate Action; Consents; Filings. The (a) Seller and the Company and Associated shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; , (bii) obtain all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, state and local) governmental and regulatory rulings and approvals and parties to contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; and Mergers, (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Mergers required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) the applicable listing and corporate governance rules and regulations of NASDAQ, (C) the HSR Act and any other applicable federal or state banking laws, antitrust laws and (iiiD) any other applicable Law; providedprovided that, that Associated and the Company and Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith, and (iv) defend against any lawsuit or other proceeding, whether brought by a Governmental Authority or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. The Seller and the Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Appropriate Action; Consents; Filings. The (a) Subject to the terms of this Agreement, the Company and Associated shall Parent will use all commercially their respective reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable and (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, including the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall and Parent will cooperate with each other in connection with (x) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Merger and (y) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall Parent will furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at The Company and Parent will give (or will cause their respective Subsidiaries to give) any time after the Effective Time any further action is necessary or desirable notices to carry out the purposes of this Agreementthird parties, the proper officers and directors of each party use, and cause their respective Subsidiaries to this Agreement shall use all use, their commercially reasonable efforts to take all such necessary actionobtain any third-party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement (including any consent under any Contract, which by its terms requires consent in connection with the transactions contemplated by this Agreement), or (ii) required to be disclosed in the Company Disclosure Schedule. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03If requested by Parent, the Company will shall request and use commercially reasonable efforts to cause each executive officer obtain customary payoff letters, Lien terminations and instruments of discharge, relating to any Indebtedness of the Company listed on Exhibit 7.02(i)to be paid off, as of terminated or discharged at the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Virgin America Inc.), Agreement and Plan of Merger (Alaska Air Group, Inc.)
Appropriate Action; Consents; Filings. The (a) Subject to the terms of this Agreement (including Section 5.6(b)), the Company and Associated shall Parent will use all commercially their respective reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all those things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign those in connection with the HSR Act and domestic (federal, stateany other applicable Competition Laws), and local(iii) governmental and regulatory rulings and approvals and parties submit any filings or notifications to contracts) the U.S. Department of State’s Directorate of Defense Trade Controls required under Section 122.4 of the International Traffic in Arms Regulations, in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, including the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall and Parent will cooperate with each other in connection with (x) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Merger and (y) seeking any such actions, consents, approvals or waivers or making of all any such filings; provided, including providing copies of all such documents further, that notwithstanding the foregoing, no party shall be required to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, waive any right or changes suggested in connection therewithremedy under this Agreement. The Company and Associated shall Parent will furnish to each other all information reasonably required for or requested in connection with any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers The Company and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company Parent will use their respective commercially reasonable efforts to give (or will cause each executive officer their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third-party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement or (ii) required to be disclosed in Section 3.5 or Section 4.5 of the Company listed on Exhibit 7.02(i)Disclosure Schedule or the Parent Disclosure Schedule, as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)applicable.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ch2m Hill Companies LTD), Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/)
Appropriate Action; Consents; Filings. Section 5.7.1 The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any action or proceeding by any Governmental Entity, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Laws and (iiiy) any other applicable Law; provided, that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and, provided, however, that nothing in this Section 5.7.1 shall require Parent to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp)
Appropriate Action; Consents; Filings. (a) The Company Company, Parent and Associated Purchaser shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent, CPS or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein, including without limitation the Offer and thereby, including, without limitation, the Merger; , and (ciii) as promptly as reasonably practicable, and in any event within ten (10) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9, the Information Statement and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company Company, Parent and Associated Purchaser shall furnish to each other all information about such party required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Clarient, Inc)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (includingincluding those in connection with the HSR Act), without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein, including the Offer and thereby, including, without limitation, the Merger; Merger and (ciii) as promptly as reasonably practicable, and in any event within 10 Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9, the Proxy Statement and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MAP Pharmaceuticals, Inc.), Agreement and Plan of Merger (Allergan Inc)
Appropriate Action; Consents; Filings. The Company (a) Buyer, Seller and Associated IHC shall use all commercially their reasonable efforts efforts, and Seller and IHC shall cause the Company to use its reasonable efforts, to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement or by any of the Ancillary Agreements as promptly as practicable, (bB) obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, stateany Consents, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (cC) make all necessary filings, including the filings with the Commissioner of Insurance of the State of Delaware, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated Buyer, Seller and the Company IHC shall cooperate with each other other, and Seller and IHC shall cause the Company to cooperate with Buyer, in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and, provided, however, that nothing in this Section 6.3(a) shall require Buyer to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture or (CC) the requirement of expenditure of money by Buyer the Company or its Subsidiaries to a third party in exchange for any such consent that, in the case of clause (CC), would be reasonably likely to have a Material Adverse Effect or a Buyer Material Adverse Effect. The Company Buyer, Seller and Associated IHC shall furnish to each other, and Seller and IHC shall cause the Company to furnish to Buyer, all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at Agreement or by any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Ancillary Agreements.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Softnet Systems Inc), Stock Purchase Agreement (Independence Holding Co), Stock Purchase Agreement (Madison Investors Corp)
Appropriate Action; Consents; Filings. (a) The Company and Associated shall Parent will use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all obtain, or cause their affiliates to obtain, from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein, including without limitation the Offer and thereby, including, without limitation, the Merger; Merger and (ciii) make as promptly as reasonably practicable, and in any event within three Business Days after the date hereof, make, or cause their affiliates to make, all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, that Associated and the Company shall and Parent will cooperate with each other in connection with (x) preparing and filing the Information Statement, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer and the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish Parent will furnish, and cause their affiliates to furnish, to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schiff Nutrition International, Inc.), Agreement and Plan of Merger (Reckitt Benckiser Group PLC)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall each use all commercially reasonable its best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and , (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act Delaware Law (including holding a stockholders meeting and/or sending notice of merger and appraisal rights) and the Exchange Act federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities laws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, provided that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Consent and Voting Agreement (Nabors Industries Inc), Consent and Voting Agreement (Nabors Industries Inc)
Appropriate Action; Consents; Filings. Section 5.5.1 The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law or advisable to be obtained or made by Parent, the Purchaser or the Company or any of their respective subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, including without limitation, limitation the Offer and the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement, the Offer and the Merger required under (i1) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (ii2) any applicable federal or state banking laws, the HSR Act and (iii3) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with (X) preparing and filing of the Offer Documents, the Schedule 14D-9, Proxy Statement and any Other Filings, (Y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (Z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such filed documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith; and provided, further, that nothing in this Section 5.5.1 shall require Parent or the Company to agree to (I) the imposition of material conditions, (II) the requirement of divestiture of material assets or property or (III) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statementinformation) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mentor Graphics Corp), Agreement and Plan of Merger (Innoveda Inc)
Appropriate Action; Consents; Filings. (a) (i) The Company and Associated Parent shall use all commercially reasonable their best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; , and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiy) any applicable federal or state banking laws, the HSR Act and (iiiz) any other applicable Law; provided, provided that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at The Company and Parent shall not take any time after the Effective Time action, or refrain from taking any further action is necessary or desirable to carry out the purposes of this Agreementaction, the proper officers and directors effect of each party which would be to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to delay or impede the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer ability of the Company listed on Exhibit 7.02(i), as of and Parent to consummate the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (James River Corp of Virginia), Agreement and Plan of Merger (Fort Howard Corp)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Subject to the terms and conditions herein provided, the parties shall (i) use commercially reasonable best efforts to obtain any required consents, approvals, waivers and authorizations of, actions or nonactions by, and make all required filings and submissions with, any Governmental Entity or any third party required in connection with the consummation of the transactions contemplated by this Agreement; (ii) use commercially reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Closing with, and which material consents, approvals, Permits, notices or authorizations are required to be obtained prior to the Closing from, Governmental Entities or third parties in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, Permits, notices or authorizations, (iii) use commercially reasonable best efforts to cause the conditions to the Mergers set forth in Article VII to be satisfied, and (iv) use commercially reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; (b) obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of order to do, all such filings, including providing copies of all such documents other things necessary or appropriate to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with consummate the transactions contemplated by this Agreementhereby as soon as practicable. In case at any time after the Effective Time any further action is necessary or desirable to carry out the For purposes of this Agreement, and subject to Section 6.3(d), none of New Holdco, Mercury or Xxxxx shall be permitted to assert that the proper officers and directors of each party to this Agreement shall use all following does not constitute commercially reasonable efforts to take all such necessary action. Subject to best efforts: (i) the satisfaction taking of the conditions in Regulatory Actions contemplated by Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer 6.3(a) of the Company listed on Exhibit 7.02(i), as of Xxxxx Disclosure Schedule or (ii) a Net Lost Annual BCF equal to or less than the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Maximum Required Amount.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (LIN Media LLC)
Appropriate Action; Consents; Filings. Section 5.7.1 The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the Company Gaming Laws), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement and the Merger required under (iw) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iix) any applicable federal or state banking lawsCompany Gaming Laws, and (iiiz) any other applicable Law; provided, that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and, provided, however, that nothing in this Section 5.7.1 shall require Parent to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration StatementSchedule 13E-3) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (JCC Holding Co)
Appropriate Action; Consents; Filings. The Section 5.8.1 Each of the Company and Associated Parent shall use all commercially reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the Merger and the other transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (cC) make all necessary filings, and thereafter make or cause to be made the applications or filings required to be made by Parent or the Company or any other required submissions, of their respective Subsidiaries under or with respect to the HSR Act, the Other Regulatory Approvals or any other Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunderother transactions contemplated herein, and to pay any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other fees due of it in connection with the making of all such applications or filings, including providing copies of all such documents as promptly as is reasonably practicable, and in any event within ten Business Days after the date hereof, (D) comply at the earliest practicable date with any request under or with respect to the non-filing party HSR Act, the Other Regulatory Approvals and its advisors prior any such other Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in connection with such applications or filings or the Merger and the other transactions contemplated by this Agreement and (E) coordinate and cooperate with, and give due consideration to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewithwith, making (1) any filing under or with respect to the HSR Act, the Other Regulatory Approvals or any such other Laws, and (2) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity. The Each of the Company and Associated Parent shall, and shall cause their respective Affiliates to, furnish to the other party all information required necessary for any such application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the Merger or other transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer Each of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of Parent shall promptly inform the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Timeany communication with, and deliver any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. If a party hereto intends to independently participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry, then such party shall give the applicable executive officers other party reasonable prior notice of the Company listed such meeting. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on Exhibit 7.02(i) each behalf of the Executive Agreements applicable any party in connection with all meetings, actions and proceedings under or relating to any such executive officer in accordance with the terms set forth on Exhibit 7.02(i)application or filing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coventry Health Care Inc), Agreement and Plan of Merger (First Health Group Corp)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Upon the terms and subject to the conditions set forth in this Merger Agreement, the Parties shall use their reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (b) obtain all consentsMerger Agreement as promptly as practicable, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign (i) executing and domestic (federaldelivering any additional instruments necessary, stateproper or advisable to consummate the transactions contemplated by, and localto carry out fully the purposes of, this Merger Agreement, (ii) governmental and regulatory rulings and approvals and parties obtaining from any Governmental Entities any material Licenses required to contracts) be obtained or made by Acquiror, or any of its Subsidiaries, or Company, or any Company Subsidiary, in connection with the authorization, execution, execution and delivery of this Merger Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; , and (ciii) make making all necessary filings, and thereafter make making any other required submissions, with respect to this Merger Agreement and the Merger required under (iA) the Securities HSR Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iiiB) any other applicable Law; provided, PROVIDED that Associated Acquiror and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party Party and its advisors prior to filing and, if requested, to accept and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Titan Corp)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and , (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiy) any applicable federal or state banking laws, the HSR Act and (iiiz) any other applicable LawLaw and (D) contest any action by any Governmental Entity seeking to restrain, enjoin, impose conditions upon or alter the transactions contemplated by this Agreement; provided, however, that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to counsel for the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith; provided, however, that nothing in this Section 6.8(a) shall require Parent to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at To the extent reasonably practicable, neither Parent nor the Company shall agree to participate in any time after the Effective Time meeting or discussion with any further action is necessary Governmental Entity in respect of any filings, investigation or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to other inquiry concerning this Agreement shall use all reasonable efforts to take all such necessary action. Subject or the Merger unless it consults with the other party in advance and, to the satisfaction of the conditions in Section 7.01 and Section 7.03extent permitted by such Governmental Entity, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of gives the other conditions party the opportunity to attend and participate in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)meeting or discussion.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cooper Companies Inc), Agreement and Plan of Merger (Ocular Sciences Inc /De/)
Appropriate Action; Consents; Filings. Section 5.8.1 The Company and Associated Manpower shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entity any consents, licenses, permitsPermits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Manpower or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign those in connection with the HSR Act and domestic (federalany applicable antitrust or competition Laws of any other jurisdiction), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, the Offer and the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Offer and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsLaws, (iiy) the HSR Act and any applicable federal antitrust or state banking laws, competition Laws of any other jurisdiction and (iiiz) any other applicable Law; provided, that Associated Manpower and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith, provided, however, that nothing in this Section 5.8.1 shall require Manpower or the Company to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money by Manpower or the Company to a third party in exchange for any such consent referred to in subsection (B) of this subsection (other than the payment of applicable filing fees). The Company and Associated Manpower shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and Offer Documents, the Registration Statement, the Schedule 14D-9, the Proxy Statement and the Post-Effective Amendment) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Manpower Inc /Wi/), Agreement and Plan of Merger (Right Management Consultants Inc)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to Section 6.5, or cause to be taken, all appropriate action, the parties hereto will cooperate with each other and do, or cause to be done, all things necessary, proper, or advisable under applicable Law use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement; hereby as soon as practicable and to cause the conditions to the Merger set forth in Article VII to be satisfied, including (bi) obtain the obtaining and maintaining of all necessary actions or nonactions, consents, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings clearances and approvals and parties to contractsfrom Governmental Authorities including the approvals set forth on Section 6.2 of the Company Disclosure Letter (the “Antitrust Approvals”) or other persons necessary in connection with the authorization, execution, and delivery consummation of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at Agreement and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable or customary steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any time after Governmental Authority or other persons necessary in connection with the Effective Time consummation of the transactions contemplated by this Agreement and (ii) the execution and delivery of any further action is additional instruments necessary to consummate the Merger and other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement, . Each of the proper officers parties hereto shall promptly (and directors of each party to in no event later than ten (10) Business Days following the date that this Agreement shall use all reasonable efforts is executed) make its respective filings required under the HSR Act, and thereafter promptly make any other filings required to take all such necessary action. Subject obtain any other Antitrust Approvals with respect to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elizabeth Arden Inc), Agreement and Plan of Merger (Revlon Inc /De/)
Appropriate Action; Consents; Filings. The (a) Each of the Company and Associated Parent shall use all their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Merger and the Transactions as promptly as practicable, (bii) obtain all any consents, licenses, permits, waivers, approvals, authorizationsauthorizations or orders from any third party, including any Governmental Entity required to be obtained or made by Parent or the Company or any of Parent’s Subsidiaries, or orders required under Law (includingto avoid any action or proceeding by any Governmental Entity, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby Merger and therebythe Transactions, (iii) prepare and make or cause to be made the applications or filings required to be made by Parent or the Company or any of Parent’s Subsidiaries under any Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Transactions (including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsLaws), and (iii) to pay any other applicable Law; provided, that Associated and the Company shall cooperate with each other fees due of it in connection with the making of all such applications or filings, including providing copies as promptly as is reasonably practicable, and in any event within ten Business Days after the date hereof, (iv) comply at the earliest practicable date with any request under any applicable Laws for additional information, documents or other materials received by Parent or the Company or any of all Parent’s Subsidiaries from any Governmental Entity in connection with such documents applications or filings or the Merger and the Transactions and (v) coordinate and cooperate with, and give due consideration to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewithwith, making (A) any filing under any applicable Laws, and (B) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity. The Each of the Company and Associated Parent shall, and shall cause their respective affiliates to, furnish to the other party all information required necessary for any such application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this AgreementMerger or the Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer Each of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of Parent shall promptly inform the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Timeany communication with, and deliver any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. If a party hereto intends to independently participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry, then such party shall give the applicable executive officers other party reasonable prior notice of the Company listed such meeting. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on Exhibit 7.02(i) each behalf of the Executive Agreements applicable any party in connection with all meetings, actions and proceedings under or relating to any such executive officer in accordance with the terms set forth on Exhibit 7.02(i)application or filing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to the other terms and conditions of this Agreement, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement; hereby, including (bi) subject to Section 5.4(b), using reasonable best efforts to cause, in the case of the Company, the conditions set forth in Section 6.1 and Section 6.2 to be satisfied and, in the case of Parent, the conditions set forth in Section 6.1 and Section 6.3 to be satisfied, (ii) subject to Section 5.4(b), using reasonable best efforts to obtain all consentsnecessary actions or nonactions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Authorities or other persons necessary in connection with the authorization, execution, and delivery consummation of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at , including the Merger, and making all necessary registrations and filings (including filings with Governmental Authorities, if any) and using reasonable best efforts to obtain an approval from, or to avoid an action or proceeding by, any time after Governmental Authority or other persons necessary in connection with the Effective Time consummation of the transactions contemplated by this Agreement, including the Merger, (iii) defending any further action is lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions, including the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and any other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each of the parties hereto shall (A) as promptly as practicable (and, in any event, within ten (10) Business Days) following the proper officers date hereof, make its respective filings under the HSR Act, and directors of each party thereafter (I) make any other required submission under the HSR Act with respect to this Agreement shall use all reasonable efforts the transactions contemplated hereby, including the Merger and (II) subject to Section 5.4(b) take all such necessary action. Subject other actions necessary, proper or advisable to cause the expiration or termination or the applicable waiting periods under the HSR Act as soon as possible and (B) make any filings, notifications or reports required under any other applicable competition, merger control, antitrust or similar Law of any jurisdiction with respect to the satisfaction of transactions contemplated hereby as promptly as practicable. Parent shall pay all filing fees required under the conditions in Section 7.01 and Section 7.03, HSR Act by the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective effective, the Merger and the other transactions contemplated by this Agreement; , including transactions under the Voting Agreements, as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitationthose in connection with the HSR Act to the extent required), all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including(iii) cause the satisfaction of all conditions set forth in Article 6, without limitation(iv) vigorously defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the Merger; consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order, and (cvi) as promptly as practicable, and in any event within 15 days after the date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under (i) the Securities HSR Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with determining whether any action by or in respect of, or filing with, any Governmental Entity is required in connection with the consummation of the Merger and seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each No party to this Agreement shall use all reasonable efforts consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned. Parent will not, except as may be consented to in writing by the Company, directly or indirectly through one or more of its Affiliates, take all such necessary any action. Subject , including acquiring or making any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to cause a material delay in the satisfaction of the conditions contained in Article 6 or the consummation of the Merger. Without limiting this Section 7.01 5.6(a), Parent agrees to use reasonable best efforts to take, or cause to be taken, any and Section 7.03all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law or any other Law applicable to Parent, the Company, any Company Subsidiary or the Merger that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Effective Time and the Closing, respectively, to occur as promptly as practicable (and in any event, no later than the Extended Outside Date), but excluding (A) proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent or the Company or any of their respective Subsidiaries or (B) accepting any operational or reporting restrictions or requirements, including restrictions on the ability to change rates or charges or standards of service, or otherwise taking or committing to take actions that limit Parent’s or any Parent Subsidiary’s freedom of action with respect to, or its ability to retain or freely operate, any of the assets, properties, licenses, rights, product lines, operations or businesses of Parent, the Company will use commercially reasonable efforts or any of their respective Subsidiaries, in each case whether or not required in order to cause each executive officer avoid the commencement of any proceeding seeking, avoid the entry of, or to effect the lifting or dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, and whether or not this would otherwise have the effect of preventing or delaying the Effective Time or the Closing, as applicable (with any of the Company listed on Exhibit 7.02(i), foregoing referred to as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(ia “Material Regulatory Restriction”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micronetics Inc), Agreement and Plan of Merger (Mercury Computer Systems Inc)
Appropriate Action; Consents; Filings. The Seller and the Company and Associated shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; , (bii) obtain all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, state and local) governmental and regulatory rulings and approvals and parties to contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; and , (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act (to the extent applicable) and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) the BHCA, the SBL, the SBA and any other applicable federal or state banking laws, laws and (iiiC) any other applicable Law; providedprovided that, that Associated the Company and the Company Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Seller and the Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Appropriate Action; Consents; Filings. The Seller, the Company and Associated the Merger Sub shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; , (bii) obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders Consents and Orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals of Governmental Authorities) and from parties to contracts) Contracts required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; , and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and (to the rules and regulations thereunder, extent applicable) and any other applicable federal or state securities laws, (iiB) the BHCA and any other applicable federal or state banking laws, laws and (iiiC) any other applicable Law; providedprovided that, that Associated the Company, the Seller and the Company Merger Sub shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith, and shall use their respective reasonable best efforts to file all applications required to be filed with the Federal Reserve Board, the OCC or any other federal or state banking regulator no later than thirty (30) days after the execution of this Agreement by the parties. The Seller, the Company and Associated the Merger Sub shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement, and shall furnish the other party with copies of all such applications and filings and correspondence to and from such party with respect thereto. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable best efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Indiana Corp), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Appropriate Action; Consents; Filings. (a) The Company Company, Acquiror and Associated Acquiror Sub shall use all commercially reasonable their best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as practicable, (bii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained or made by Acquiror or the Company or any of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyTransactions, including, without limitation, the Merger; , and (ciii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsLaws, (iiB) Virginia Law, (C) the HSR Act and any applicable federal or state banking lawsrelated governmental request thereunder, and (iiiD) any other applicable Law; provided, provided that Associated Acquiror and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Acquiror shall use reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WLR Foods Inc), Agreement and Plan of Merger (WLR Foods Inc)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; (b) obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the The Company will use commercially reasonable its best efforts to cause assist with the execution by each executive officer of the Company listed on Exhibit 7.02(i7.02(u), as of the date of the Effective Time, to execute and deliver delivery to Associated of each of the Executive Agreements (as defined in Section 7.02(i7.02(u)) in accordance with the terms set forth on Exhibit 7.02(i7.02(u). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i7.02(u) each of the Executive Agreements applicable to such executive officer Executive Officer (as defined in Section 7.02(u)) applicable to such Executive Officer in accordance with the terms set forth on Exhibit 7.02(i7.02(u).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (First Federal Capital Corp)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent or the Company or any of their respective Subsidiaries, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties or to contracts) avoid any action or proceeding by any Governmental Entity in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; , and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Laws and (iiiB) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith; provided, that nothing in this Section 6.7(a) shall require Parent to agree to (i) the imposition of conditions, (ii) the requirement of divestiture of assets or property or (iii) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vintage Capital Group, LLC), Agreement and Plan of Merger (Caprius Inc)
Appropriate Action; Consents; Filings. Section 5.4.1 The Company Company, Parent and Associated the Purchaser shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and the Purchaser Stock Option Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent, without limitationthe Purchaser or the Company or any of their respective subsidiaries, all foreign and domestic (federalor to avoid any action or proceeding by any Governmental Entity, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the Purchaser Stock Option Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, including without limitation, limitation the Offer and the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Purchaser Stock Option Agreement, the Offer and the Merger required under (i1) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Laws and (iii2) any other applicable Law; provided, that Associated the Company, Parent and the Company Purchaser shall cooperate with each other in connection with (A) preparing and filing of the Offer Documents, the Schedule 14D-9, Proxy Statement and any Other Filings, (B) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (C) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such filed documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith; and provided, further, that nothing in this Section 5.4.1 shall require either Parent or the Purchaser to agree to (I) the imposition of conditions, (II) the requirement of divestiture of assets or property or (III) the requirement of expenditure of money by Parent, the Purchaser or the Company to a third party in exchange for any such consent. The Company Company, Parent and Associated the Purchaser shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statementinformation) in connection with the transactions contemplated by this Agreement and the Purchaser Stock Option Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mossimo Inc), Agreement and Plan of Merger (Mossimo Giannulli)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein, including without limitation the Offer and thereby, including, without limitation, the Merger; , (iii) if required pursuant to ISRA, file a General Information Notice with the New Jersey Department of Environmental Protection (the “NJDEP”) within five days after the date hereof and (civ) as promptly as reasonably practicable, and in any event within ten Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any of their respective fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9, the Proxy Statement and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imclone Systems Inc), Agreement and Plan of Merger (Lilly Eli & Co)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeOn the terms and subject to the conditions set forth in this Agreement, or each of Sorin, Holdco and Cyberonics shall (and shall cause each of their respective affiliates to) use its reasonable best efforts (unless, with respect to be taken, all appropriate any action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law another standard of performance is expressly provided for herein) to consummate and make effective the transactions contemplated by hereby and to cause the conditions set forth in Article VI to be satisfied, in each case as promptly as practicable. Without limiting the generality of the foregoing, but subject to the other terms and conditions set forth in this Agreement; , each of Sorin, Holdco and Cyberonics shall (band shall cause each of their respective affiliates to) use its reasonable best efforts to (i) promptly obtain all actions or nonactions, consents, licenses, permitspermits (including Environmental Permits), waivers, approvals, authorizations, authorizations and orders from Governmental Entities or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) other persons necessary in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby hereby, including any certifications or orders from the Court, Italian notary public and therebycompetent Italian court, including(ii) as promptly as practicable (and, without limitationin the case of the HSR Act, in any event within ten (10) Business Days after the Merger; and (c) date hereof), make all necessary registrations and filings, and thereafter make any other required submissionssubmissions with, and pay any fees due in connection therewith to, any Governmental Entity or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the filings required of them or their “ultimate parent entities” under the HSR Act, (iii) file all notifications required under any other Antitrust Law, in each case with respect to this Agreement and the Merger required under (i) transactions contemplated hereby, including the Securities Act and the Exchange Act and the rules and regulations thereunderMergers, and any other applicable federal or state securities lawsas promptly as reasonably practicable, (iiiv) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of defend all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application lawsuits or other filing legal, regulatory or other proceedings to be made pursuant to which it is a party challenging or affecting this Agreement or the rules and regulations consummation of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In , in each case at until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (v) seek to have lifted or rescinded any time after injunction or restraining order which may adversely affect the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction ability of the conditions parties to consummate the transactions contemplated hereby, in Section 7.01 each case until the issuance of a final, non-appealable order with respect thereto and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to (vi) execute and deliver any additional instruments necessary to Associated each of consummate the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)transactions contemplated hereby.
Appears in 2 contracts
Samples: Transaction Agreement (Cyberonics Inc), Transaction Agreement (Cyberonics Inc)
Appropriate Action; Consents; Filings. (a) The Company Company, Parent and Associated Merger Sub shall use all commercially their reasonable best efforts to (ai) as soon as reasonably practicable, and in any event within twenty (20) Business Days after the date hereof (or such different time frame as set forth on Section 6.03(a) of the Company Disclosure Letter), make or cause to be made all filings and submissions required to be filed by such party or its Affiliates with any Governmental Authority to consummate the transactions contemplated herein as set forth on Section 6.03(a) of the Company Disclosure Letter and any Form D or similar filing to the extent reasonably requested by Parent (provided that no such Form D or similar filing shall be a condition to closing under Section 7.01(b) of this Agreement), (ii) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Applicable Law to consummate and make effective the transactions contemplated by this Agreement; Transactions as promptly as reasonably practicable, (biii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Parent, without limitationMerger Sub or the Company, all foreign and domestic (federalor any of their respective Subsidiaries, stateor to avoid any action or Proceeding by any Governmental Authority, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; Transactions and (civ) as promptly as reasonably practicable after the date hereof, make, and use commercially reasonable efforts to cause its direct equityholders to make (to the extent required by Applicable Law), all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this AgreementTransactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers The Company and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company Parent will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance coordinate with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of other party in providing such information and providing such assistance as the other conditions party may reasonably request in Section 7.01 connection with any filings and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver submissions required to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)be filed by it.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.)
Appropriate Action; Consents; Filings. The (a) Subject to the other provisions of this Section 5.4, the Company and Associated Parent shall use all commercially (and cause their respective Subsidiaries to use) their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any Action or Order by any Governmental Authority, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby hereby, including the Offer and thereby, including, without limitation, the Merger; Merger and (ciii) promptly make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Exchange Act, the Securities Act and any other applicable securities Laws, (B) the Exchange HSR Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Foreign Antitrust Laws and (iiiC) any other applicable Law, if any; provided, that Associated and the Company and Parent shall cooperate with each other in all respects in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any other filings made or required to be made with the SEC in connection with the Offer or the Merger and the transactions contemplated thereby, (y) making an appropriate filing pursuant to the HSR Act and the Foreign Antitrust Laws as set forth in Section 5.4(d) and determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of all the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or timely making any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aerohive Networks, Inc), Agreement and Plan of Merger (Extreme Networks Inc)
Appropriate Action; Consents; Filings. The (a) Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company and Associated XxXxxx shall use all commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Merger Agreement as promptly as practicable, including (bi) obtain all consentsexecuting and delivering any additional instruments necessary, licenses, permits, waivers, approvals, authorizations, proper or orders required under Law (including, without limitation, all foreign and domestic (federal, stateadvisable to consummate the transactions contemplated by, and localto carry out fully the purposes of, this Merger Agreement, (ii) governmental and regulatory rulings and approvals and parties obtaining from any Governmental Entities any Licenses required to contracts) be obtained or made by XxXxxx or the Company or any of their subsidiaries in connection with the authorization, execution, execution and delivery of this Merger Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; , and (ciii) make making all necessary filings, and thereafter make making any other required submissions, with respect to this Merger Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, PROVIDED that Associated XxXxxx and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents Documents to the non-filing party and its advisors prior to filing and, if requested, to accept and discussing all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated XxXxxx shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Merger Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (McLeodusa Inc)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takePromptly after the execution of this Agreement, each of Parent and the Company shall apply for or cause otherwise seek, and shall use its reasonable best efforts to obtain, all consents and approvals required to be takenobtained by it for the consummation of the Merger. Without limiting the generality or effect of the foregoing, all appropriate actioneach of Parent and the Company shall, (i) as soon as practicable, and doin any event no later than ten (10) Business Days after the date of this Agreement, make any initial filings required under the HSR Act and (ii) any other additional filings required by any other applicable Antitrust Laws. The parties hereto shall consult and cooperate with one another, afford one another (or cause one another's counsel) an opportunity to review in advance any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be done, all things necessary, proper, made or advisable under applicable Law to consummate and make effective the transactions contemplated submitted by this Agreement; (b) obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) on behalf of any party hereto in connection with the authorization, executionproceedings under or relating to any Antitrust Law, and delivery consider in good faith the views of this Agreement one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the consummation by them of the transactions contemplated hereby and therebyHSR Act or any foreign or other Antitrust Law; provided, includinghowever, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissionsthat, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunderany such analyses, and any other applicable federal appearances, presentations, memoranda, briefs, arguments, opinions or state securities lawsproposals, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated each of Parent and the Company shall cooperate need not supply the other (or its counsel) with each other copies (or in connection with the making case of all such filingsoral presentations, including providing copies of all such documents a summary) to the non-filing extent that any Law applicable to such party and its advisors prior requires such party or the Company Subsidiaries to filing and, if requestedrestrict or prohibit access to any such properties or information. Unless otherwise agreed, to accept all reasonable additionsthe extent reasonably practical and permitted by applicable Law, deletions, no party shall have any material discussions or changes suggested in connection therewith. The Company and Associated shall furnish all information required for communications with any application or other filing to be made pursuant Governmental Entity with respect to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions Transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this AgreementAgreement without, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03where practical, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance consulting with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction a Representative of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)
Appropriate Action; Consents; Filings. The Company (a) Upon the terms and Associated shall subject to the conditions set forth in this Agreement, each of the parties agrees to use all its commercially reasonable efforts to (a) take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement; , including using commercially reasonable efforts to accomplish the following: (bi) obtain the taking of all consentsacts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, licenses, permits(ii) the obtaining of all necessary actions or nonactions, waivers, approvals, authorizationsconsents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or orders required under Law (includingto avoid an action or proceeding by, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, any Governmental Entity and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) the HSR Act and antitrust and competition Laws of any other applicable jurisdiction and (C) any other applicable federal or state banking laws, Law and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Merger Sub shall be required to make any other applicable Law; providedpayment to any such third parties or concede anything of value to obtain such consents. Notwithstanding the foregoing, that Associated and the Company shall cooperate with each other not, without Parent’s prior written consent, commit or agree to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in connection with the making of all such filings, including providing copies of all such documents a specified manner (or allow any Company Subsidiary to the non-filing party and its advisors prior commit to filing and, if requested, any divestitures or licenses or agree to accept all reasonable additions, deletions, hold separate any assets or changes suggested agree to any similar arrangements). Nothing in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts be deemed to take all such necessary action. Subject require Parent or any Parent Subsidiary to (with respect to Parent or any Parent Subsidiary or with respect to the satisfaction of the conditions Company or any Company Subsidiary) commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in Section 7.01 and Section 7.03a specified manner, the Company will use commercially reasonable efforts whether as a condition to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the obtaining any approval from a Governmental Entity or any other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Person or for any other reason.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tularik Inc), Agreement and Plan of Merger (Amgen Inc)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to the terms and conditions in this Agreement, or cause the Company and Parent will: (i) promptly after the date of this Agreement make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act; (ii) use their reasonable best efforts to cooperate with one another in (A) determining which filings and notifications are required to be taken, all appropriate action, and do, or cause made prior to be done, all things necessary, proper, or advisable the Effective Time under applicable Law to consummate with, and make effective the transactions contemplated by this Agreement; (b) obtain all which consents, licenses, approvals, permits, waivers, approvalsorders or authorizations are required to be obtained prior to the Effective Time under applicable Law from, authorizations, or orders required under Law (including, without limitation, all foreign Governmental Entities of the United States and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) the several states in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the Merger and the transactions contemplated hereby; (B) timely making all such filings and notifications and timely seeking all such consents, licenses, approvals, permits, waivers, orders or authorizations; and (C) as promptly as practicable, responding to any request for information from such Governmental Entities; (iii) subject to any restrictions under antitrust Laws, to the extent practicable, promptly notify each other of any communication to that party from any Governmental Entity with respect to this Agreement and the transactions contemplated hereby and thereby, including, without limitation, permit the Mergerother party to review in advance any proposed written communication to any Governmental Entity; and (civ) make all necessary not agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry with respect to this Agreement and thereafter make the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat, in each case to the extent practicable; (v) subject to any restrictions under antitrust Laws, furnish the other required submissionsparty with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives on the one hand, and any Governmental Entity or members of its staff on the other hand, with respect to this Agreement and the Merger required under transactions contemplated hereby (i) excluding documents and communications which are subject to preexisting confidentiality agreements and to the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal attorney client privilege or state securities laws, (ii) any applicable federal or state banking laws, work product doctrine); and (iiivi) any furnish the other applicable Law; provided, that Associated party with such necessary information and the Company shall cooperate with each reasonable assistance as such other party and its affiliates may reasonably request in connection with the making their preparation of all such necessary filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletionsregistration, or changes suggested in connection therewith. The Company and Associated shall furnish all submissions of information required for to any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) Governmental Entities in connection with this Agreement and the transactions contemplated by this Agreement. In case at hereby, including without limitation any time after the Effective Time any further action is filings necessary or desirable to carry out appropriate under the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction provisions of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dean Foods Co), Agreement and Plan of Merger (Suiza Foods Corp)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall (and shall cause each of their applicable Affiliates and Subsidiaries to) use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and use its reasonable best efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, proper or advisable under applicable Law to consummate consummate, as promptly as practicable, the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the foregoing, each of the parties agree to use its respective reasonable best efforts to (i) cause the conditions to the Merger set forth in Article VII to be satisfied as promptly as practicable, (ii) obtain all necessary consents, approvals, orders, waivers, finding of suitability and authorizations of, actions or nonactions by, any Governmental Authority (including Gaming Authorities) or any third party necessary in connection with the consummation of the transactions contemplated by this Agreement; , including the Merger and make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (bincluding pursuant to the HSR Act any other applicable Antitrust Law necessary to start any applicable waiting period and including under Gaming Laws) and take all reasonable steps as may be necessary to obtain all consents, licenses, permits, waivers, approvals, authorizationsan approval from, or orders required under Law (includingto avoid a suit, without limitationaction, all foreign and domestic (federalproceeding or investigation by, state, and local) governmental and regulatory rulings and approvals and parties to contracts) any Governmental Authority or other Persons necessary in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyby this Agreement, including, without limitation, including the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and that, in no event shall the Company shall cooperate with each other in connection with the making or any of all such filingsits Subsidiaries be required to pay, including providing copies of all such documents prior to the non-filing party and its advisors prior to filing andEffective Time, if requestedany fee, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application penalty or other filing consideration to be made pursuant to the rules and regulations of obtain any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) consent, approval, order, waiver or authorization in connection with the transactions contemplated by this Agreement. In case at , including the Merger, under any time after Contract other than de minimis amounts or amounts that are advanced or reimbursed substantially simultaneous by Parent and (iii) execute and deliver any additional instruments necessary to consummate the Effective Time Merger and any further action is necessary other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement, . In no event shall the proper officers and directors of each party Company (A) be required to this Agreement shall use all reasonable efforts agree to take all such necessary action. Subject or enter into any action which is not conditioned upon the consummation of the Merger or (B) agree to any obligation or concession or other action relating to the satisfaction Antitrust Approvals or the Required Gaming Approvals without the prior written consent of Parent; provided, that, notwithstanding the foregoing, it is understood and agreed that any failure by the Company to agree to any such obligation or concession by reason of Parent’s withholding its written consent from the Company to do so shall not constitute a breach by the Company of this Section 6.3. Neither Parent nor Merger Sub shall be required to make (or cause its applicable Affiliates or Subsidiaries to make) any such concessions or undertakings (x) unless such concessions or undertakings are conditioned on the consummation of the conditions Merger, and (y) to the extent that, in Section 7.01 the sole judgment of Parent, such concessions or undertakings would reasonably be expected to require Parent and Section 7.03its Affiliates (including, following the Merger, the Company will use commercially reasonable efforts to cause each executive officer and its Subsidiaries) to, directly or indirectly, incur costs, expenses, liabilities or losses of any kind, suffer any diminution of value, lose or forfeit any revenues, profits or expected benefits of the Company listed on Exhibit 7.02(i)Merger, as or diminish the combined value of the date of the Effective TimeParent, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each and their respective Subsidiaries following the Merger, in an aggregate amount in excess of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)$80,000,000.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (WMS Industries Inc /De/)
Appropriate Action; Consents; Filings. The (a) Subject to the proviso contained in Section 6.5(b)(ii), the Company and Associated Parent shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (A) to be obtained or made by Parent or the Company or any of their Subsidiaries, (B) to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign those in connection with the HSR Act and domestic (federalantitrust and competition Laws of any other applicable jurisdiction), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; , and (cC) to prevent a Company Material Adverse Effect from occurring prior to or after the Effective Time or a Parent Material Adverse Effect from occurring after the Effective Time, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) the HSR Act and antitrust and competition Laws of any other applicable federal or state banking laws, jurisdiction and (iiiC) any other applicable Law; provided, that Associated . Parent and the Company shall cooperate with each other in connection with the making of all such filingsfilings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Parent shall furnish all information required for any application or other filing have the right to be made pursuant review in advance, and to the rules and regulations of any applicable Law (including extent practicable each shall consult the other on, all the information required relating to be included in the Proxy Statement/Prospectus Company and the Registration Statement) Company Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In case at Parent and the Company may, as each deems reasonably advisable and necessary, designate any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject competitively sensitive information provided to the satisfaction other under this Section 6.5(a) as "outside counsel only." Such information shall be given only to outside counsel of the conditions in Section 7.01 recipient. In addition, Parent and Section 7.03, the Company will use commercially reasonable efforts may redact any information from such documents shared with the other party or its counsel that is not pertinent to cause each executive officer the subject matter of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)filing or submission.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Immunex Corp /De/)
Appropriate Action; Consents; Filings. Section 5.8.1 The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiy) any applicable federal or state banking laws, the HSR Act and (iiiz) any other applicable Law; provided, that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and, provided, however, that nothing in this Section 5.8.1 shall require Parent to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of material assets or property (other than Intellectual Property Rights) or (CC) the requirement of a material expenditure of money by Parent or the Company to a third party in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enliven Marketing Technologies Corp), Agreement and Plan of Merger (DG FastChannel, Inc)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by the Company or Parent or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; , and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking lawsthe HSR Act, and (iiiC) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with the making of all such filings, including including, if requested, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith; provided, however, that nothing in this Section 5.6(a) shall require the expenditure of money by Parent or the Company to a third party in exchange for any such consent (other than nominal filing or processing fees). The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sorrento Networks Corp), Agreement and Plan of Merger (Zhone Technologies Inc)
Appropriate Action; Consents; Filings. The Subject to Sections 5.7 and 5.8, each of the Company and Associated Parent shall use all commercially reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement; Agreement as promptly as reasonably practicable, (bB) obtain all from Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Authority (includingincluding those in connection with Antitrust Laws), without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the Merger and the other transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (cC) make all necessary filings, and thereafter make or cause to be made the applications or filings required to be made by Parent or the Company or any other required submissions, of their respective Subsidiaries under or with respect to any Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger required and the other transactions contemplated herein, and to pay any fees due from it in connection with such applications or filings, as promptly as is reasonably practicable, and in any event within ten Business Days after the date hereof except as otherwise provided herein, (D) comply at the earliest practicable date with any request under or with respect to any such Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from any Governmental Authority in connection with such applications or filings or the Merger and the other transactions contemplated by this Agreement and (iE) coordinate and cooperate with, submit to the other party for review and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (1) any filing or application under or with respect to any such Laws, (2) the Securities Act and filing of the Exchange Act and Joint Proxy Statement/Prospectus, the rules and regulations thereunder, Registration Statement and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsOther Filings, and (iii3) any filings, conferences or other applicable Law; provided, that Associated and submissions related to resolving any investigation or other inquiry by any Governmental Authority. Each of the Company and Parent shall, and shall cooperate with each cause their respective affiliates to, furnish to the other party all information necessary for any such application or other filings to be made in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application Merger or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement, including all Banking Filings. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer Each of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of Parent shall promptly inform the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Timeany communication with, and deliver any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. If a party hereto intends to independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry, then such party shall give the applicable executive officers other party reasonable prior notice of, and the opportunity to participate in, such meeting. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable any party in connection with all meetings, actions and proceedings under or relating to any such executive officer in accordance with the terms set forth on Exhibit 7.02(i)application or filing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citizens Republic Bancorp, Inc.), Agreement and Plan of Merger (Firstmerit Corp /Oh/)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Through the Closing Date, Sellers and Buyer will each cooperate with each other and use (and will cause their respective Subsidiaries to use) reasonable best efforts (i) to take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things necessary, proper, proper or advisable on its part under applicable this Agreement, Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (bii) to obtain all consents, licenses, permits, waivers, approvals, authorizations, promptly from any Governmental Authorities any authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained by Sellers or Buyer or any of their respective Subsidiaries in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; and (ciii) to promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and prompt consummation of the Merger transactions contemplated hereby required under (iA) the Securities HSR Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iiiB) any other applicable Applicable Law; provided, that Associated . Sellers and the Company shall Buyer will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing filings and, if requested, to will accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company Each Seller and Associated shall Buyer will furnish all information concerning itself, its Subsidiaries and Affiliates required for any application or other filing to be made pursuant to the rules and any Applicable Law or any applicable regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) Governmental Authority in connection with the transactions contemplated by this Agreement. In case at Sellers and Buyer will file as promptly as practicable and in any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as event within one Business Day of the date hereof the notification and report form required by the HSR Act, together with all required supplemental information and request early termination of the Effective Time, waiting period with respect to execute and deliver to Associated each the sale of the Executive Agreements (as defined in Section 7.02(i)) in accordance with Shares under the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)HSR Act.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Midamerican Energy Holdings Co /New/), Purchase and Sale Agreement (Dynegy Inc /Il/)
Appropriate Action; Consents; Filings. The Company Through the Closing Date, the Seller and Associated the Purchaser shall cooperate with each other and use all (and will cause their respective Affiliates and Subsidiaries to use) commercially reasonable efforts (i) to (a) take, or to cause to be taken, all appropriate actionactions, and to do, or to cause to be done, all things reasonably necessary, proper, proper or advisable on their part under applicable this Agreement, Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (b) obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsas soon as practicable after execution of this Agreement, to obtain promptly all Purchaser Approvals and Seller Approvals and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to provide prompt notification to the non-filing party and its advisors prior other parties hereto of any actions pursuant to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewithclauses (i) through (ii) of this Section 7.3. The Company Purchaser agrees and Associated acknowledges that it must obtain all Necessary Approvals the issuance or renewal of which is required after the Closing Date. For the avoidance of doubt, the Seller shall furnish all information required for not be obligated to pay any application consideration or other filing incur any additional costs to obtain any Consents from third parties that may be made pursuant necessary, proper or advisable to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with consummate the transactions contemplated by this AgreementAgreement if such Consents would cost individually, or in the aggregate, more than fifty thousand U.S. dollars ($50,000). In case at No party shall have any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject Liability to the satisfaction other in the event it is unable to obtain any of the conditions in Section 7.01 and Section 7.03, Seller Approvals or the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i)Purchaser Approvals, as the case may be. Except with respect to a party’s failure to cooperate and take actions contemplated by this Section 7.3, any failure to obtain any Seller Approval or Purchaser Approval hereunder shall not constitute a breach of the date any representations, warranties or covenants of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)a party.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alabama Power Co), Purchase and Sale Agreement (Southern Power Co)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all (and cause their respective Subsidiaries to use) their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any Action or Order by any Governmental Authority, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, including without limitationlimitation the Offer, the Merger; exercise of the Top-Up Option and the Mergers and (ciii) promptly make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer, the Top-Up Option and the Merger Mergers required under (iA) the Exchange Act, the Securities Act and any other applicable securities Laws, (B) the Exchange HSR Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, competition Laws and (iiiC) any other applicable Law, if any; provided, that Associated and the Company and Parent shall cooperate with each other in all respects in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9, the Proxy Statement and any other filings made or required to be made with the SEC in connection with the Offer or the Mergers and the transactions contemplated thereby, (y) making an appropriate filing pursuant to the HSR Act as set forth in Section 5.5(d) and determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of all the Offer, the exercise of the Top-Up Option or the Mergers and (z) seeking any such actions, consents, approvals or waivers or timely making any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at The Company and Parent may, as each deems advisable and necessary, reasonably designate any time after competitively sensitive material provided to the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party other pursuant to this Agreement shall use all reasonable efforts to take all such necessary action. Subject Section 5.5 as “Outside Counsel Only Material.” Notwithstanding anything to the satisfaction of contrary in this Section 5.5, materials provided to the conditions in Section 7.01 and Section 7.03, other party or its counsel may be redacted to remove references concerning the Company will use commercially reasonable efforts to cause each executive officer valuation of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the any Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (Integrated Device Technology Inc)
Appropriate Action; Consents; Filings. The Seller and the Company and Associated shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; , (bii) obtain all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, state and local) governmental and regulatory rulings and approvals and parties to contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) any applicable federal or state banking laws, laws and (iiiC) any other applicable Law; providedprovided that, that Associated the Company and the Company Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Seller and the Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firstplus Financial Group Inc), Agreement and Plan of Merger (Life Financial Corp)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, including, without limitation, obtaining shareholder approvals contemplated hereby, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; , and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiy) any applicable federal or state banking laws, the HSR Act and (iiiz) any other applicable Law; provided, provided that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. Notwithstanding anything in this Agreement to the contrary, neither Parent nor the Company shall be required to (and neither shall without the consent of the other) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or otherwise take any action that limits its freedom of action with respect to or its ability to retain, businesses, product lines, assets or properties, which are material in the aggregate to Parent and the Company taken together as a whole. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wausau Paper Mills Co), Agreement and Plan of Merger (Mosinee Paper Corp)
Appropriate Action; Consents; Filings. The Company Upon the terms and Associated subject to the conditions set forth in this Agreement, the Company, Parent and MergerSub shall each use all commercially reasonable best efforts to as promptly as reasonably practicable: (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this AgreementTransactions; (b) obtain all consentsPermits, licenses, permits, waivers, approvals, authorizations, waivers or orders authorizations required under Law (including, without limitation, including all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals of Governmental Authorities and consents from parties to contractsContracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby Transactions, including the Offer and thereby, including, without limitation, the Merger; (c) defend any proceeding challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order vacated or reversed; and (cd) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities HSR Act and the Exchange Act and the rules and regulations thereunder, and or required under any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable LawForeign Antitrust Laws; provided, that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated Transactions. Without limiting the foregoing, each of the parties shall use reasonable best efforts to (i) make or cause to be made the applications or filings required to be made by Parent, MergerSub or the Company or any of their respective Subsidiaries under or with respect to the HSR Act in connection with the authorization, execution and delivery of this Agreement. In case at Agreement and the consummation of the Merger and the other Transactions as promptly as is reasonably practicable, and in any time event within 10 Business Days after the Effective Time any further action is necessary or desirable to carry out the purposes date of this Agreement, and concurrently with such filing or as soon as practicable thereafter, request early termination of the proper officers waiting period under the HSR Act, (ii) comply at the earliest practicable date with any request under or with respect to the HSR Act or Foreign Antitrust Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in connection with such applications or filings or the Transactions and directors (iii) reasonably coordinate and cooperate with each other party in the making of each any applications or filings (including furnishing any information the other party may require in order to this Agreement make any such application or filing), or obtaining any approvals, required in connection with the Transactions under the HSR Act or Foreign Antitrust Laws. Notwithstanding anything contained herein, Parent shall use all reasonable efforts have the right to take all the lead in any communications or meetings with, and any dealings with, any third Person or Governmental Authority in connection with obtaining any such necessary actionapprovals, consents, Orders, exemptions or waivers, and the Company shall not take any actions, including entering into any agreements, arrangements or understandings, in connection therewith without the prior written consent of Parent. Subject Each Party hereto shall promptly inform the other of any communication from any Governmental Authority regarding any of the Transactions unless otherwise prohibited by Law. Notwithstanding anything to the satisfaction contrary contained herein, in connection with the receipt of any necessary approvals under the HSR Act or any Foreign Antitrust Laws, neither Parent nor the Company shall be required to divest or hold separate or otherwise take or commit to take any action that limits Parent’s or the Company’s freedom of action with respect to, or their ability to retain, any of the conditions in Section 7.01 and Section 7.03businesses, product lines, or properties of the Company or Parent, except for any such action as would be immaterial to Parent, the Company will use commercially reasonable efforts to cause each executive officer or the economic or business benefits of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, Transactions to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Galaxy Dream Corp), Agreement and Plan of Merger (Rc2 Corp)
Appropriate Action; Consents; Filings. The (a) Subject to the terms and conditions of this Agreement, the Company and Associated Parent shall use all their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign those in connection with the HSR Act and domestic (federalany applicable antitrust or competition Laws of any other jurisdiction), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, the Offer and the Merger; , and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Offer and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking lawsthe HSR Act, and (iiiC) any other applicable Law; provided, that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith, provided, however, that nothing in this Section 5.7(a) shall require Parent or the Company to agree to (1) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity or other Person in connection with the transactions contemplated hereby, (2) the requirement of divestiture of assets or property or (3) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent referred to in clause (ii) of this Section 5.7(a) (other than the payment of applicable filing fees). The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and Offer Documents, the Registration Statement, the Schedule 14D-9, the Proxy Statement and the Post-Effective Amendment) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comsys It Partners Inc), Agreement and Plan of Merger (Manpower Inc /Wi/)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions that are necessary, proper, proper or advisable under this Agreement and applicable Law to consummate and make effective the transactions Offer, the Merger and the other Transactions contemplated by this Agreement; Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (bi) obtain all consents, licenses, permits, waivers, approvals, authorizationsapprovals or waivers from, or orders required participation in other discussions or negotiations with, third parties, including under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties any Contract to contracts) in connection with which the authorization, execution, and delivery Company or Parent or any of this Agreement and the consummation their respective Subsidiaries is party or by them which such Person or any of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal their respective properties or state securities lawsassets may be bound, (ii) obtain all necessary or advisable actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including those in connection with applicable Competition Laws), make all necessary or advisable registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Proceeding by, any Governmental Entity (including in connection with applicable federal Competition Laws), (iii) submit promptly any additional information requested by any Governmental Entity that is required or state banking lawsadvisable and respond as practicable to any inquiries or requests received from any Governmental Entity, (iv) resist, contest or defend any Proceeding (including administrative or judicial Proceedings) challenging the Offer, the Merger or the completion of the Transactions, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Transactions, and (iiiv) execute and deliver any other applicable Law; provided, that Associated additional instruments necessary to consummate the Transactions and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable fully to carry out the purposes of this Agreement, . Each of the proper officers and directors of parties shall furnish to each other party to this Agreement shall use all reasonable efforts to take all such necessary actioninformation and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the satisfaction exchange of the conditions in Section 7.01 and Section 7.03information, the Company will use commercially reasonable efforts and Parent shall have the right to cause review in advance, and to the extent reasonably practicable each executive officer shall consult with the other in connection with any filing made with, or substantive written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the Transactions. In exercising the foregoing rights, each of the Company listed on Exhibit 7.02(i)and Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other written substantive communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall, and shall cause their respective affiliates to, make or cause to be made all filings required or advisable under applicable Competition Laws with respect to the Transactions as promptly as practicable and, in any event, file all required HSR Act notifications within ten (10) Business Days after the date of this Agreement. Notwithstanding anything to the Effective Timecontrary contained in this Section 5.4(a), subject to execute Parent’s obligations under this Section 5.4(a), Parent shall devise and deliver determine the strategy to Associated each of the Executive Agreements (as defined be pursued for obtaining any clearances, approvals or consents under any applicable Competition Laws in Section 7.02(i)) in accordance connection with the terms set forth on Exhibit 7.02(i). Subject Offer and the Merger, including with respect to the satisfaction of the other conditions any filings, notifications, notices, reports, submissions and communications with any antitrust regulatory authority, in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver each case subject to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance good faith consultations with the terms set forth on Exhibit 7.02(i).Company. 45
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iac/Interactivecorp), Agreement and Plan of Merger (Iac/Interactivecorp)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to the terms and conditions of this Agreement (including those set forth in Section 6.6), or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement; hereby and to cause the conditions to the First Merger set forth in Article VII to be satisfied, including using reasonable best efforts to accomplish the following: (bi) obtain the obtaining of all consentsnecessary actions or non-actions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Authorities or other Persons necessary in connection with the authorization, execution, and delivery consummation of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at , including the First Merger, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid a Proceeding by, any time after Governmental Authority or other Persons necessary in connection with the Effective Time consummation of the transactions contemplated by this Agreement, including the First Merger, (ii) the defending of any further action is lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the First Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the First Merger and any other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement, . Without limiting the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction generality of the conditions in Section 7.01 and Section 7.03foregoing, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (parties hereto shall make any applications and filings as defined in Section 7.02(i)) in accordance reasonably determined by the Company and Parent are required under applicable Antitrust Laws with the terms set forth on Exhibit 7.02(i). Subject respect to the satisfaction of transactions contemplated hereby as promptly as practicable, but in no event later than as required by Law. Parent shall pay all filing fees and other charges for the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of filings required under any Antitrust Law by the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)and Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OHA Investment Corp), Agreement and Plan of Merger (Portman Ridge Finance Corp)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein, including without limitation the Offer and thereby, including, without limitation, the Merger; , and (ciii) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking laws, the HSR Act (with a request for early termination under the HSR Act) and (iiiC) any other applicable Law; provided, that Associated and the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9, the Proxy Statement and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ASP GT Holding Corp.), Agreement and Plan of Merger (Gentek Inc)
Appropriate Action; Consents; Filings. Section 5.6.1 The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any action or proceeding by any Governmental Entity, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Laws and (iiiy) any other applicable Law; provided, provided that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and provided further that nothing in this Section 5.6.1 shall require Parent to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money by Parent or the Company to a third party in exchange for any such consent, license, permit, waiver, approval, authorization or order. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any 42 applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc), Agreement and Plan of Merger (T/R Systems Inc)
Appropriate Action; Consents; Filings. The (a) Subject to the terms and conditions of this Agreement and except to the extent permitted by Section 5.1, the Company and Associated Parent shall use all their commercially reasonable best efforts to (ai) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, all things things, necessary, proper, proper or advisable under applicable Law to consummate the Merger and make effective the other transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) take prompt action to obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by the Company and Parent or any of their Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all those in connection with the HSR Act or other foreign Law or regulations and domestic to make the requisite initial filing in connection with the HSR Act not later than two (federal2) Business Days after the date of this Agreement), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and Act, the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, however, that Associated and the Company and Parent shall cooperate with each other in connection with the making of all such filings, including including, subject to applicable Law, providing copies of all such documents to the non-filing party and its advisors prior giving due consideration to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at Subject to the terms and conditions of this Agreement and except to the extent permitted by Section 5.1, the Company and Parent shall not take any time after action, or refrain from taking any action, the Effective Time any further action is necessary effect of which would be to delay or desirable impede the ability of the Company and Parent to carry out consummate the purposes of transactions contemplated by this Agreement, unless in such party’s reasonable judgment, taking such action is consistent with achieving the proper officers and directors ultimate objective of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to consummating the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oce N V), Agreement and Plan of Merger (Imagistics International Inc)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to the terms and conditions of this Agreement (including the limitations set forth in Section 6.6), or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement; hereby and to cause the conditions to the First Merger set forth in Article VII to be satisfied, including using reasonable best efforts to accomplish the following: (bi) obtain the obtaining of all consentsnecessary actions or non-actions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Authorities or other Persons necessary in connection with the authorizationconsummation of the transactions contemplated hereby, executionincluding the First Merger, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid a Proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the transactions contemplated hereby, including the First Merger; (ii) the defending of any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the First Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the First Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out fully the purposes of this Agreement, . Without limiting the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction generality of the conditions in Section 7.01 and Section 7.03foregoing, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements parties hereto shall make any applications and filings as reasonably determined by the Company and Parent are required under applicable United States or foreign competition, antitrust, merger control or investment Laws (as defined in Section 7.02(i)“Antitrust Laws”) in accordance with the terms set forth on Exhibit 7.02(i). Subject respect to the satisfaction of transactions contemplated hereby as promptly as practicable, but in no event later than as required by Law. Parent shall pay all filing fees and other charges for the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of filings required under any Antitrust Law by the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)and Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Portman Ridge Finance Corp), Agreement and Plan of Merger (Harvest Capital Credit Corp)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all (and cause their respective Subsidiaries to use) their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any Action or Order by any Governmental Authority, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby hereby, including the Offer and thereby, including, without limitation, the Merger; Merger and (ciii) promptly make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Exchange Act, the Securities Act and any other applicable securities Laws, (B) if applicable, the Exchange HSR Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Foreign Antitrust Laws and (iiiC) any other applicable Law, if any; provided, that Associated and the Company and Parent shall cooperate with each other in all respects in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any other filings made or required to be made with the SEC in connection with the Offer or the Merger and the transactions contemplated thereby, (y) making appropriate filings pursuant to the HSR Act and the Foreign Antitrust Laws as set forth in Section 5.4(d) and determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of all the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or timely making any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at The Company and Parent may, as each deems advisable and necessary, reasonably designate any time after competitively sensitive material provided to the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party other pursuant to this Agreement shall use all reasonable efforts Section 5.4 as “Outside Counsel Only Material,” and may redact the materials (aa) to take all such necessary action. Subject to remove references concerning the satisfaction valuation of the conditions in Section 7.01 and Section 7.03Company, the Company will use commercially reasonable efforts (bb) as necessary to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance comply with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Timecontractual arrangements, and deliver (cc) as necessary to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)address reasonable attorney-client or other privilege or confidentiality concerns.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corning Inc /Ny), Agreement and Plan of Merger (Alliance Fiber Optic Products Inc)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to the terms and conditions of this Agreement (including the limitations set forth in Section 6.6), or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement; hereby and to cause the conditions to the First Merger set forth in Article VII to be satisfied, including using reasonable best efforts to accomplish the following: (bi) obtain the obtaining of all consentsnecessary actions or non-actions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Authorities or other Persons necessary in connection with the authorizationconsummation of the transactions contemplated hereby, executionincluding the First Merger, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid a Proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the transactions contemplated hereby, including the First Merger; (ii) the defending of any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the First Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the First Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the consummation purposes of this Agreement. To the extent required by them Applicable Law, each of the transactions contemplated hereby parties hereto shall promptly (and thereby, including, without limitation, in no event later than fifteen (15) Business Days following the Merger; date that this Agreement is executed or on such other date as mutually agreed by the Company and (cParent) make all necessary filingsand not withdraw (without the Company’s consent) its respective filings under the HSR Act, and thereafter make any other required submissions, applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated hereby as promptly as practicable, but in no event later than as required by this AgreementLaw. In case at Parent shall pay all filing fees and other charges for the filings required under any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, Antitrust Law by the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crescent Capital BDC, Inc.), Agreement and Plan of Merger (Alcentra Capital Corp)
Appropriate Action; Consents; Filings. (a) The Parent Entities and, subject to Section 5.8, the Company and Associated shall use all commercially their respective reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement; Agreement and the Ancillary Agreements as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by the Parent Entities or the Company or any of their respective Affiliates, or to avoid any action or proceeding by any Governmental Entity (including, without limitationthose in connection with the HSR Act), all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the EDS APA and the consummation by them of the transactions contemplated hereby and thereby, including(iii) cause the satisfaction of all conditions set forth in Article VI, (iv) without limitationlimiting Section 5.6, vigorously defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the Merger; EDS APA or the consummation of the transactions contemplated hereby or thereby, in each case until the issuance of a final, non-appealable order, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement or the EDS APA, in each case until the issuance of a final, non-appealable order, and (cvi) as promptly as practicable, and in any event within five (5) Business Days after the date hereof, make or cause to be made all necessary applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable LawHSR Act; provided, that Associated the Company and the Company Parent Entities shall cooperate with each other in connection with determining whether any action by or in respect of, or filing with, any Governmental Entity is required in connection with the consummation of the Merger and seeking any such actions, consents, approvals or waivers or making of all any such filings; and provided, including providing copies of all such documents further, that this Section 5.9 shall not apply to the non-filing party and its advisors prior Company’s obligations with respect to filing andthe Stockholder Meeting or Proxy Statement, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewithwhich shall instead by governed by Section 5.5. The Company and Associated the Parent Entities shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of under any applicable Law (including all information filings made by, or required to be included in made by, the Company with the SEC other than the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this AgreementAgreement or the EDS APA. In case Each of the Parties shall use reasonable best efforts to substantially comply with any “second request” for additional information or documentary material from the Department of Justice or the Federal Trade Commission pursuant to the HSR Act (a “Second Request”) no later than six (6) months after receipt of such second request and to produce documents on a rolling basis. Neither the Company nor any Company Subsidiary shall consent to any voluntary delay of the Closing at the behest of any time after Governmental Entity without the Effective Time any further action is necessary or desirable prior written consent of Ultimate Parent. Subject to carry out the purposes terms and conditions of this Agreement, none of the proper officers and directors of each party Parties shall or shall cause their respective controlled Affiliates to, directly or indirectly, take any action, including acquiring or making any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to prevent, impair or delay the satisfaction of the conditions contained in Article VI or the consummation of the Merger. Without limiting this Section 7.01 5.9(a), the Parent Entities and Section 7.03Merger Sub agree to take, and to cause to be taken (including by causing their respective controlled Affiliates to take), and, if (and only if) requested by Ultimate Parent in writing, the Company will use commercially reasonable efforts and the Company Subsidiaries shall agree to take and/or to cause to be taken, any and all steps and to make, and to cause to be made (including by causing their respective controlled Affiliates to make), any and all undertakings necessary to avoid or eliminate each executive officer and every impediment under any Antitrust Law or to the Parent Entities, the Company, any Company Subsidiary or any of their respective controlled Affiliates that may be asserted by any Governmental Entity under any Antitrust Laws with respect to the Merger so as to enable the Effective Time and the Closing, respectively, to occur no later than the Initial End Date (or, if the Initial End Date is extended pursuant to Section 7.1(b)(i), the Final End Date) (“Undertakings”), including (x) proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Parent Entities, the Company, any Company Subsidiary, the Surviving Corporation or any of their respective controlled Affiliates or (y) accepting any operational restrictions, including restrictions on the ability to change rates or charges or standards of service, or otherwise taking or committing to take actions that limit any of the Parent Entities’, the Company’s, any Company Subsidiary’s, the Surviving Corporation’s or any of their respective controlled Affiliates’ freedom of action with respect to, or its ability to retain or freely operate, any of the assets, properties, licenses, rights, product lines, operations or businesses of the Parent Entities, the Company, any Company Subsidiary, the Surviving Corporation or any of their respective controlled Affiliates, in each case as may be required in order to avoid the entry of, or to effect the lifting or dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time or the Closing, as applicable, beyond the Initial End Date (or, if the Initial End Date is extended pursuant to Section 7.1(b)(i), the Final End Date); provided, however, that, notwithstanding anything to the contrary in this Agreement, the Parent Entities and their respective controlled Affiliates shall not be required to take or consent to (and neither the Company nor the Company Subsidiaries shall agree to unless requested in writing by Ultimate Parent) the taking of any such action that, individually or in the aggregate, would reasonably be likely to result in a material adverse effect on the Company, the Company Subsidiaries, the Parent Entities and their respective Subsidiaries, taken as a whole after giving effect to the reasonably anticipated economic benefits of the Merger (an “Antitrust Material Adverse Effect”). For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, none of the Parent Entities, the Company or any of the Company listed on Exhibit 7.02(i), as Subsidiaries or any of their respective controlled Affiliates shall be required to effect or agree to any Undertakings unless such Undertakings are conditioned upon (and subject to) the consummation of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Merger.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) Subject to Section 6.4(c) hereof, NAP, each Seller and Associated Purchaser shall use all their respective commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, including: (bi) to obtain all from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingA) to be obtained or made by NAP, without limitationeach Seller or Purchaser or any of their respective Affiliates to consummate the transactions contemplated by this Agreement, all foreign or (B) to avoid any action or proceeding by any Governmental Entity (including those in connection with the HSR Act and domestic (federal, state, antitrust and local) governmental and regulatory rulings and approvals and parties to contractscompetition laws of any other applicable jurisdiction) in connection with the authorization, execution, execution and delivery of this Agreement and to permit the consummation by them of the transactions contemplated hereby and therebyto occur as soon as reasonably possible, including, without limitation, the Merger; and (cii) promptly to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities HSR Act and the Exchange Act antitrust and the rules and regulations thereunder, and competition laws of any other applicable federal jurisdiction, in each case, to the extent required by applicable Law or state securities laws, (ii) any applicable federal or state banking laws, and (iiiB) any other applicable Law; provided. NAP, that Associated each Seller and the Company Purchaser shall cooperate with each other in connection with the making of all such filingsfilings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company NAP, each Seller and Associated Purchaser shall furnish all information required for any application or other filing have the right to be made pursuant review in advance, and, to the rules and regulations of extent practicable, each shall consult the other on, all the information relating to NAP, each Seller or Purchaser, as the case may be, that appears in any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In case at any time after NAP, each Seller and Purchaser shall each bear the Effective Time any further action is necessary or desirable to carry out the purposes costs and expenses of their respective actions required under this AgreementSection 6.4(a); provided, the proper officers however, that Purchaser shall, and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject prior to the satisfaction of date hereof has, paid the conditions in Section 7.01 and Section 7.03, filing fee under the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)HSR Act.
Appears in 1 contract
Appropriate Action; Consents; Filings. Section 5.6.1 The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent or the Company or any of their respective subsidiaries, without limitationor to avoid any action or proceeding by any Governmental Entity, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, including the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement and the Merger required under (iy) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsLaws, and (iiiz) any other applicable Law; provided, that Associated Parent and the Company shall cooperate cooperate, to the extent permitted by Law, with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing other party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and, provided, however, that nothing in this Section 5.6.1 shall require Parent to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money in excess of $10,000 by Parent or the Company to a third party in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement. In case at Each party agrees to provide all other parties with notice of and opportunity to participate in any time after meetings with or presentations to any Governmental Entities about the Effective Time any further action is necessary or desirable to carry out the purposes of transactions contemplated by this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessera Technologies Inc)
Appropriate Action; Consents; Filings. The Company (a) In accordance with the terms and Associated shall subject to the conditions of this Agreement, including the limitations set forth in Section 7.6(b), the Parties will use all their respective commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; hereby and to cause the conditions to the Transaction set forth in ARTICLE VIII to be satisfied as expeditiously as practicable (band in any event at least three (3) obtain Business Days prior to the End Date), including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all consentsnecessary actions or non-actions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings Consents and approvals and parties to contracts) from Governmental Authorities necessary in connection with the authorizationconsummation of the transactions contemplated by this Agreement, executionincluding the Transaction, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid any Action by, any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Transaction, (ii) the obtaining of all other necessary or advisable Consents, approvals or waivers from Third Parties (including as may be necessary pursuant to any Material Contract); provided that neither Seller nor the Company shall be required to make or agree to make any payment or accept any material conditions or obligations with respect thereto, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Transaction, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the Transaction and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the consummation by them purposes of this Agreement. Each of the transactions contemplated hereby Parties shall promptly and therebycause its Affiliates to promptly (and, includingin the case of filings required under the HSR Act, without limitation, in no event later than ten (10) Business Days following the Merger; and date hereof) (cA) make all necessary filingsits filings under the HSR Act, and thereafter make any other applications and filings required submissions, under the Antitrust Laws with respect to this Agreement and the Merger required transactions contemplated hereby, including the Transaction, (B) comply as promptly as practicable with any request under the HSR Act for additional information (i) including responding to any “second request”), documents or other materials received by such party from the Securities Act and U.S. Federal Trade Commission, the Exchange Act and Antitrust Division of the rules and regulations thereunder, and U.S. Department of Justice or any other applicable federal or state securities lawsGovernmental Authority under any Antitrust Laws in respect of any such filings with respect to the transactions contemplated hereby, (ii) any applicable federal or state banking lawsincluding the Transaction, and (iiiC) any other applicable Law; provided, that Associated act in good faith and the Company shall reasonably cooperate with each the other party in connection with the making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing andfilings (including, if requestedrequested by the other party, to accept consider in good faith all reasonable additions, deletions, deletions or changes suggested by the other party in connection therewith. The Company ) and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreementresolving any investigation or other inquiry of such agency or other Governmental Authority under any Antitrust Laws. In case at any time after taking the Effective Time any further action is necessary or desirable to carry out the purposes foregoing actions, each of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03Seller, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), and Buyer shall act reasonably and as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (promptly as defined practicable. Notwithstanding anything in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject this Agreement to the satisfaction of the other conditions in contrary, obtaining any third-party Consents or waivers pursuant to Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver 7.1(a)(ii) above or otherwise shall not be a condition to the applicable executive officers obligations of any party to consummate the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Transaction.
Appears in 1 contract
Appropriate Action; Consents; Filings. (a) The Company and Associated Acquiror shall use each use, and shall cause each of their respective subsidiaries to use, and each of the Shareholders shall use, all commercially reasonable efforts promptly (i) to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (bii) to obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by the Company, without limitationAcquiror or any of the Shareholders, all foreign and domestic (federalrespectively, stateor any of the Company's or Acquiror's respective subsidiaries, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; and (ciii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, provided that Associated Acquiror and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing and, if requested, to shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) Each of the Company, Ultimate Parent, Parent and Associated Merger Sub shall use all commercially reasonable best efforts to to: (ai) take, or cause to be taken, all appropriate action, actions and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing all things necessary, proper, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement as promptly as practicable; (bii) obtain all from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Ultimate Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any Proceeding by any Governmental Authority, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, including the Merger; and (ciii) as promptly as reasonably practicable, and in any event within ten Business Days after the date hereof, make all necessary registrations, declarations, submissions and filings, and thereafter make any other required submissionsregistrations, declarations, submissions and filings, and pay any fees due in connection therewith, with respect to this Agreement and the Merger Transaction required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) the HSR Act, any applicable federal or state banking lawsAntitrust Laws, and (iii) any other applicable Applicable Law; provided, that Associated and the Company parties shall cooperate with each other in connection with (x) preparing and filing the Proxy Statement and any other required filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of the Transaction and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated parties shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avago Technologies LTD)
Appropriate Action; Consents; Filings. The Company Buyer and Associated Vertex, on the one hand, and the Seller, on the other hand, shall use all commercially reasonable efforts to to: (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; (b) obtain all consents, licenses, permitsPermits, waivers, approvals, authorizations, or orders Orders required under Law (including, without limitation, including all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contractsContracts) in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Mergerhereby; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger transactions contemplated hereby required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, however, that Associated Buyer and the Company Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company Buyer and Associated Vertex, on the one hand, and the Seller, on the other hand, shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject Prior to the satisfaction of the conditions in Section 7.01 Closing Date, Buyer and Section 7.03, the Company will Vertex and Seller shall use commercially reasonable efforts and cooperate to (i) respond at the earliest practicable date to any requests for additional information made by any Governmental Authority with respect to all filings made under applicable Laws, (ii) take all actions reasonably necessary to cause each executive officer the waiting periods for all filings made under applicable Laws to terminate or expire as soon as practical and (iii) take or cause to be taken all actions reasonably necessary to obtain any appropriate approvals of any Governmental Authority, all to the end of expediting consummation of the Company listed on Exhibit 7.02(i), as transactions contemplated hereby. Buyer and Seller each agree to promptly inform each other of any material communication from any Governmental Authority regarding any of the date transactions contemplated hereby and shall permit each other to review in advance any proposed communication to any Governmental Authority, subject to applicable Law, and provided that each such Party shall not be required to provide to each other any documents or other materials related to a Party's valuation of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)transactions contemplated by this Agreement.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) The Company, Parent and Parent Sub shall each use its best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) Parent Sub or the Company or any of their Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act Delaware Law and Pennsylvania Law (including holding a stockholders meeting and/or sending notice of merger and appraisal rights) and the Exchange Act federal securities laws and the rules and regulations THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. thereunder, if any, and any other applicable federal or state securities laws, and (iiB) any applicable federal or state banking lawsthe HSR Act, and (iiiC) any other applicable Law; providedprovided that Parent, that Associated Parent Sub and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company Company, Parent and Associated Parent Sub shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to the terms of this Agreement, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions of the Merger set forth in Article VI to be satisfied, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable communication Laws required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, including any obligations of Parent in accordance with Section 5.05(b), and making the initial filings and notices related to the satisfaction of the conditions in Sections 6.03(e) and 6.03(f) within thirty (30) days of the date hereof (the “Condition Filing Date”); (bii) obtain the obtaining of all consentsnecessary actions or non-actions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Entities or other persons necessary in connection with the authorization, execution, and delivery consummation of the transactions contemplated by this Agreement and the consummation by them making of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filingsregistration and filings (including filings with Governmental Entities, and thereafter make any other required submissions, with respect to this Agreement if any) and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereundertaking of all reasonable steps as may be necessary to obtain an approval from, and or to avoid an action or proceeding by, any Governmental Entity or other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other Persons necessary in connection with the making consummation of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at ; (iii) the defending of any time after lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Effective Time consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any further action is stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The (a) Subject to Section 5.03, each of Parent and the Company shall (and Associated Parent shall cause each of its affiliates to) use all commercially its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby and to cause the conditions set forth in Article VI to be satisfied. Without limiting the generality of the foregoing, Parent shall (and shall cause Sub, the Guarantor and each of its and their applicable affiliates to) and the Company shall (and shall cause each of the Company Subsidiaries to) use its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; (b) promptly obtain all consentsactions or nonactions, licensesconsents (including Required Consents), permitsPermits, waivers, approvals, authorizations, authorizations and orders from Governmental Entities or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) other persons necessary or advisable in connection with the authorization, execution, and delivery consummation of this Agreement the Merger and the consummation by them of the other transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsas promptly as practicable, and in any event within thirty (iii30) days after the date hereof, make and not withdraw (without the Company’s consent) all registrations and filings with any Governmental Entity or other applicable Law; provided, that Associated and the Company shall cooperate with each other persons necessary or advisable in connection with the making consummation of all such filingsthe Merger and the other transactions contemplated hereby, including providing copies the filings required of all such documents to the non-filing party parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under the HSR Act or any other Antitrust Law and its advisors prior to filing andany Insurance Laws and Insurance Regulations, if requested, to accept all reasonable additions, deletionsincluding Applications for Approval of Acquisition of Control Statements, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection “Form A Statements,” with the transactions contemplated by this Agreement. In case at any time after Insurance Regulators of the Effective Time States of California, Michigan, Missouri and Ohio and of Washington, D.C., and promptly make any further action is filings pursuant thereto that may be necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)advisable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meadowbrook Insurance Group Inc)
Appropriate Action; Consents; Filings. The Company (a) From the date hereof until the earlier of the Closing and Associated the termination of this Agreement pursuant to Section 10.1, each of the parties (other than the Equityholder Representative) to this Agreement shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate reasonably necessary action, and do, or cause to be done, all things necessary, proper, reasonably necessary under Law or advisable under applicable Law otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and to satisfy each condition to the obligations of the other Party hereto as promptly as practicable, including approving and executing any resolutions, documents and instruments reasonably requested by such other Party to effectuate the transactions contemplated hereby, (bii) obtain all consentsfrom any Governmental Entities any consents required to be obtained or made by Purchaser, licenses, permits, waivers, approvals, authorizations, Equityholders or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) the Company in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (ciii) within ten (10) Business Days from the execution of this Agreement, make all reasonably necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Agreement, required under (i) any Law. For the Securities Act and the Exchange Act and the rules and regulations thereunderavoidance of doubt, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated Purchaser and the Company shall use commercially reasonable efforts to cooperate with each other in connection with the making of all such filingsfilings referenced in clause (iii) above, including providing copies of all such non-proprietary documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested and Purchaser shall consult with and consider in good faith the views of the Company in connection therewith. The Company Each such Party shall cooperate fully with the other Party and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) its Affiliates in connection with taking the actions, seeking the consents and submitting the filings contemplated by this Section 7.5(a). Without limiting the generality of the foregoing, each Party (other than the Equityholder Representative) shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In case at The parties may, as they deem advisable and necessary, designate any time after competitively sensitive materials provided to the Effective Time any further action is necessary other under this Section 7.5(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall use all reasonable efforts to take all such necessary actioninclude representatives of both parties. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03Law, the Company parties will use commercially reasonable efforts to cause consult and cooperate with each executive officer of the Company listed on Exhibit 7.02(i)other in connection with any analyses, as of the date of the Effective Timeappearances, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02presentations, Associated will executememoranda, as of the date of the Effective Timebriefs, arguments, and deliver proposals made or submitted to any Governmental Entity regarding the applicable executive officers transactions contemplated by this Agreement by or on behalf of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)any Party.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Parent shall (and shall cause Merger Sub, each Guarantor and each of its and their applicable affiliates to) and, subject to Section 5.03, the Company shall, use its respective reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper, necessary or advisable desirable under applicable Law to consummate the Transactions and make effective to cause the transactions contemplated by conditions set forth in ARTICLE VI to be satisfied as promptly as practicable after the date of this Agreement; . Without limiting the generality of the foregoing, Parent shall (band shall cause Merger Sub, each Sponsor, each Guarantor and each of its and their applicable affiliates, representatives, officers, directors and direct and indirect owners to) and, subject to Section 5.03, the Company shall (and shall cause each of the Company Subsidiaries to) use its reasonable best efforts to (i) as promptly as practicable obtain all actions or nonactions, consents, licenses, permitsPermits, waivers, approvals, authorizations, authorizations and orders from Governmental Entities or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) other persons necessary or advisable in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsTransactions, (ii) as promptly as practicable (and in any event within ten Business Days after the date of this Agreement with respect to the HSR Act filings described in clause (A) and within 20 Business Days after the date of this Agreement with respect to the filings described in clause (B)), make and not withdraw (without the Company’s prior written consent) all registrations and filings (including, where appropriate and advisable, filings in draft form) with any Governmental Entity or other persons necessary or advisable or as required by applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other Law in connection with the making consummation of all such filingsthe Transactions, including providing copies (A) the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under the HSR Act or any other Antitrust Law or any Investment Screening Law listed in Section 6.01(b) of the Company Disclosure Letter and (B) promptly make any further filings or submissions pursuant thereto that may be necessary or advisable, (iii) contest and defend all such documents lawsuits or other legal, regulatory, administrative or other Proceedings to which it or any of its affiliates is a party challenging or affecting this Agreement or the consummation of the Transactions, in each case until the issuance of a final, non-filing party appealable Order with respect to each such Proceeding, (iv) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the Transactions, in each case until the issuance of a final, non-appealable Order with respect thereto, (v) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions and its advisors prior (vi) execute and deliver any additional instruments necessary or advisable to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewithconsummate the Transactions. The Company and Associated the Company Subsidiaries shall furnish all information required for any application or other filing to not be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in make any concessions under this Section 5.06 that are not conditioned upon the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avid Technology, Inc.)
Appropriate Action; Consents; Filings. Section 5.6.1 The Company and Associated Parent shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement and each Ancillary Agreement as promptly as practicable, (bB) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent or the Company or any of their respective subsidiaries, without limitationor to avoid any action or proceeding by any Governmental Entity, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and each Ancillary Agreement and the consummation by them of the transactions contemplated hereby herein and therebytherein, including, without limitation, including the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and each Ancillary Agreement and the Merger required under (iy) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsLaws, and (iiiz) any other applicable Law; provided, that Associated Parent and the Company shall cooperate cooperate, to the extent permitted by Law, with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing other party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewiththerewith and, provided, however, that nothing in this Section 5.6.1 shall require any party to agree to (AA) the imposition of conditions, (BB) the requirement of divestiture of assets or property or (CC) the requirement of expenditure of money by a party to a third party in excess of $10,000 in exchange for any such consent. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement and each Ancillary Agreement. In case at Each party agrees to provide all other parties with notice of and opportunity to participate in any time after meetings with or presentations to any Governmental Entities about the Effective Time any further action is necessary or desirable to carry out the purposes of transactions contemplated by this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessera Technologies Inc)
Appropriate Action; Consents; Filings. The Company (a) Upon the terms and Associated subject to the conditions set forth in this Agreement, the Company, Fairfax and Merger Sub shall use all commercially reasonable their best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Merger as promptly as practicable, (bii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Fairfax, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) Merger Sub or the Company or any of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the Merger including those listed in Section 3.05(b), (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authorities vacated or reversed, (iv) execute and therebydeliver any additional instruments necessary to consummate the transactions contemplated by, includingand to fully carry out the purposes of, without limitation, the Merger; this Agreement and (cv) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsLaws, (iiB) the HSR Act and other competition laws and any applicable federal or state banking laws, related governmental request thereunder and (iiiC) any other applicable LawLaw including insurance regulatory laws; providedprovided that Fairfax, that Associated Merger Sub and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing filing, and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested by the other party in connection therewith; provided, in respect of each of the foregoing, it would not materially increase the cost of the Merger to Fairfax or result in material expenditures by the Company. The Company Company, Fairfax and Associated Merger Sub shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The (a) Subject to the terms and conditions of this Agreement, the Company and Associated Parent shall use all commercially reasonable their best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger as promptly as practicable, (ii) obtain and maintain all consents and other authorizations required to be obtained from any stockholder of the Company and Parent that may be necessary, proper or advisable to consummate the Merger and the transactions contemplated by this Agreement; (b) obtain all Agreement from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained or made by Parent or the Company or any of their Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyMerger, including, without limitation, the Merger; and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Laws and (iiiB) any other applicable Law; provided, that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing filing, and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested by the other party in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated 5.8.1 Subject to Section 5.7, the Parties shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under any applicable Law to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as reasonably practicable, (bB) obtain all consents, licenses, permits, waivers, approvals, authorizations, from Governmental Authorities any Governmental Authorizations required to be obtained or orders required under Law (including, without limitation, all foreign and domestic (federal, statemade by any of the Parties or any of their respective Subsidiaries, and local) governmental and regulatory rulings and approvals and parties to contracts) avoid any action or proceeding by any Governmental Authority (including those in connection with Antitrust Laws), in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (cC) make all necessary filingsor cause to be made the applications or filings required to be made by any of the Parties or any of their respective Subsidiaries, and thereafter make any other required submissionsincluding Governmental Authorizations, under or with respect to any Laws in connection with the authorization, execution and delivery of this Agreement and the Merger required consummation of the transactions contemplated herein, and to pay any fees due from it in connection with such applications or filings, as promptly as reasonably practicable, and in any event within ten Business Days after the date hereof except as otherwise provided herein, (D) comply at the earliest practicable date with any request under or with respect to any such Laws for additional information, documents or other materials received by any of the Parties or any of their respective Subsidiaries from any Governmental Authority in connection with such applications or filings, including Governmental Authorizations, or the transactions contemplated by this Agreement and (E) coordinate and cooperate with, submit to the other Parties for review and give due consideration to all reasonable additions, deletions or changes suggested by the other Party in connection with, making (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal filing or state securities lawsapplication under or with respect to any such Laws, (ii) any applicable federal or state banking laws, the filings required by the HSR Act and (iii) any filings, conferences or other applicable Law; providedsubmissions related to resolving any investigation or other inquiry by any Governmental Authority. Each of Buyer, that Associated Seller and the Company shall, and shall cooperate with each other in connection with the making of all such filingscause their respective affiliates to, including providing copies of all such documents furnish to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish other Parties all information required necessary for any such application or other filing filings to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction Each of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), Parties shall as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (promptly as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of reasonably practicable inform the other conditions in Section 7.01 and Section 7.02, Associated will execute, as Parties of the date of the Effective Timeany communication with, and deliver any proposed understanding, undertaking or agreement with any Governmental Authority regarding any such application or filing. If a Party intends to independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry, then such Party shall give the applicable executive officers other Parties reasonable prior notice of, and the opportunity to participate in, such meeting. The Parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable any Party in connection with all meetings, actions and proceedings under or relating to any such executive officer in accordance with the terms set forth on Exhibit 7.02(i)application or filing.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to the other terms and conditions of this Agreement, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement; hereby, including (bi) obtain causing, in the case of the Company, the conditions set forth in Annex I, Section 6.1 and Section 6.2 to be satisfied and, in the case of Parent, the conditions set forth in Section 6.1 and Section 6.3 to be satisfied, (ii) obtaining all consentsnecessary actions or nonactions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Authorities or other persons necessary in connection with the authorization, execution, and delivery consummation of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at , including the Offer and the Merger, and making all necessary registrations and filings (including filings with Governmental Authorities, if any) and taking all steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any time after Governmental Authority or other persons necessary in connection with the Effective Time consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, (iii) defending any further action is lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions, including the Offer and the Merger, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and any other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each of the parties hereto shall (A) as promptly as practicable (and, in any event, within ten (10) Business Days) following the proper officers date hereof, make and directors of each party not withdraw its respective filings under the HSR Act, and thereafter (I) make any other required submission under the HSR Act with respect to this Agreement shall use all reasonable efforts to the transactions contemplated hereby, including the Offer and the Merger and (II) take all such necessary action. Subject other actions necessary, proper or advisable to cause the expiration or termination or the applicable waiting periods under the HSR Act as soon as possible and (B) make any filings, notifications or reports required under any other applicable competition, merger control, antitrust or similar Law of any jurisdiction with respect to the satisfaction of transactions contemplated hereby as promptly as practicable. Parent shall pay all filing fees and other charges for the conditions in Section 7.01 and Section 7.03, filings required under the HSR Act by the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Parent.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) Subject to the terms and Associated shall conditions of this Agreement, including, without limitation, Section 6.2(f) and Section 6.2(g), each Party will use all commercially its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date (as defined below) (as the same may be extended)) and to consummate and make effective the transactions contemplated by Merger and the other Transactions as soon as practicable after the date of this Agreement, including preparing and filing, in consultation with the other Party and as promptly as reasonably practicable and advisable after the date of this Agreement, all documentation to effect all necessary (or advisable, in Parent’s sole discretion) applications, notices, petitions, filings, registrations, notifications, statements, submissions of information and other documents (including any required (or recommended, Parent’s sole discretion) filings under applicable Laws); (bii) obtain as promptly as reasonably practicable (and in any event no later than the Outside Date (as the same may be extended)) all waiting period expirations or terminations, approvals, Consents, clearances, registrations, Permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Merger or any of the other Transactions; and (iii) obtain all consentsnecessary Consents, licenses, permits, waivers, approvals, authorizations, approvals or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and waivers from third parties to contracts) in connection with the authorization, execution, and delivery of this Agreement Merger and the consummation by them other Transactions. In furtherance and not in limitation of the transactions contemplated hereby and therebyforegoing, including, without limitation, the Merger; and each Party agrees (cx) to make all necessary filingsapplications, notices, petitions and thereafter make any other filings required submissions, with respect to this Agreement and or the Merger required under Transactions in connection with (iA) the Securities pre-merger notification under the HSR Act as promptly as reasonably practicable but in no case later than ten Business Days after execution of this Agreement and (B) the Exchange Act and pre-merger notification to any Specified Antitrust Authority (other than in the rules and regulations thereunderUnited States), if any, as promptly as reasonably practicable after the execution of this Agreement (in each case, unless another date is mutually agreed between the Parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting Party, commence pre-submission consultation procedures for, any applications notices, petitions or filings with the Specified Antitrust Authorities, and (y) to promptly determine whether any other filings are required to be made with, and whether any other Consents, approvals, Permits or authorizations are required to be obtained from, any Governmental Authority under any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other Law in connection with the making of all such filingsTransactions, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requestedso, to accept all reasonable additionsprepare and file any such filings and to seek any such other Consents, deletionsapprovals, Permits or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to authorizations (the rules and regulations of any applicable Law (including all information required to be included filings described in the Proxy Statement/Prospectus and the Registration Statementforegoing clauses (i) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(ithrough (ii), as of the date of the Effective Timecollectively, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i“Regulatory Filings”).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) takeSubject to Section 5.6 and Section 5.4(c), or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law the parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement; Transactions and to cause the applicable conditions to the Offer and the Merger set forth in Annex I and Article VI to be satisfied, including (bi) obtain the obtaining of all consentsnecessary actions or nonactions, licenses, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Authorities or other persons necessary in connection with the authorization, executionconsummation of the Transactions, and delivery the making of this Agreement all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsTransactions, (ii) the defending of any applicable federal lawsuits or state banking lawsother legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iii) the execution and delivery of any other applicable Law; provided, that Associated and additional instruments necessary to consummate the Company shall cooperate with each other Transactions to be performed or consummated by such party in connection accordance with the making terms of all such filings, including providing copies of all such documents to the non-filing party this Agreement and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out fully the purposes of this Agreement, . Without limiting the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction generality of the conditions in Section 7.01 and Section 7.03foregoing, the Company will use commercially reasonable efforts and Parent shall prepare and file (i) the notification and report forms required to cause each executive officer be filed under the HSR Act within two (2) Business Days following the date of this Agreement, (ii) the notification to the Department of State, Directorate of Defense Trade Controls required to be filed pursuant to 22 C.F.R. Part 122.4(b) of ITAR (“ITAR Notice”) to be filed within ten (10) days following the date of this Agreement; and (iii) a draft, but incomplete, CFIUS Notice prepared by the parties and pre-filed with CFIUS within two (2) Business Days following the date of this Agreement, and then within ten (10) days following the date of this Agreement, the filing of a CFIUS Notice and the provision to CFIUS of any additional or supplemental information requested by CFIUS or its member agencies during the CFIUS review (and, if applicable, investigation). The Company and Parent shall prepare and file any notification or other document required to be filed under any applicable foreign antitrust or competition-related Law of the jurisdictions set forth in Section 3.5 of the Company listed on Exhibit 7.02(i), as of Disclosure Letter in connection with Transactions within five (5) Business Days following the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)this Agreement.
Appears in 1 contract
Appropriate Action; Consents; Filings. (a) The Company and Associated Zhone shall use all their commercially reasonable best efforts to (aA) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by the Company or Zhone or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; , and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (ix) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiy) any applicable federal or state banking lawsthe HSR Act, and (iiiz) any other applicable Law; provided, that Associated and the Company and Zhone shall cooperate with each other in connection with the making of all such filings, including including, if requested, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith; provided, however, that nothing in this Section 5.7(a) shall require the expenditure of money by Zhone or the Company to a third party in exchange for any such consent (other than nominal filing or processing fees). The Company and Associated Zhone shall use commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhone Technologies Inc)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Frontier and Cowboy shall and shall cause the other Frontier Subsidiaries and the other Cowboy Subsidiaries, respectively, to use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper, proper or advisable under applicable Law or pursuant to any material Contract (including those required to be listed in the Section 4.17(a) of the Frontier Disclosure Letter or in Section 5.17(a) of the Cowboy Disclosure Letter) to consummate and make effective effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement; , (biii) obtain obtaining all consents, licenses, permitsnecessary or advisable actions or nonactions, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings consents and approvals and parties to contracts) from Governmental Authorities or other Persons necessary in connection with the authorization, execution, consummation of the Merger and delivery of the other transactions contemplated by this Agreement and the consummation by them making of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filingsor advisable registrations and filings (including filings with Governmental Authorities, and thereafter make any other required submissions, with respect to this Agreement if any) and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereundertaking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, and or to avoid an Action by, any Governmental Authority or other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other Persons necessary in connection with the making consummation of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus Merger and the Registration Statement) in connection with the other transactions contemplated by this Agreement. In case at , (iv) subject to Section 7.6(c), defending any time after lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Effective Time consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any further action is stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (v) executing and delivering any additional instruments necessary or desirable advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, other than in the proper officers and directors case of each party of clauses (i) through (v), with respect to this Agreement shall use all reasonable efforts registrations, filings, approvals, consents, authorizations or Orders, lawsuits or other legal proceedings, from or by any Governmental Authority or the expiration of any waiting periods, in each case relating to take all such necessary action. Subject to Antitrust Laws, which are the satisfaction subject of the conditions in Section 7.01 7.5(b) and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i7.5(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cash America International Inc)
Appropriate Action; Consents; Filings. The Seller and the Company and Associated shall use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; , (b) obtain ii)obtain all consents, licenses, permits, waivers, approvals, authorizations, or orders Consents and Orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals of Governmental Authorities) and from parties to contracts) Material Contracts required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Acquisition Merger; , and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Acquisition Merger required under (iA) the Securities Act and the Exchange Act and (to the rules and regulations thereunder, extent applicable) and any other applicable federal or state securities lawsLaws, (iiB) the BHCA, the FDIA, any SBL and any other applicable federal or state banking laws, Laws and (iiiC) any other applicable Law; providedprovided that, that Associated the Company and the Company Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing non‑filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Seller and the Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all commercially reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Business Financial Services, Inc.)
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) The Company, Acquiror and, to the extent applicable to a particular Shareholder, such Shareholder shall each use, and the Company and Acquiror shall cause each of their respective subsidiaries to use, all reasonable efforts promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (bii) to obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by the Company, without limitationAcquiror or such Shareholder, all foreign and domestic (federalrespectively, stateor any of the Company's or Acquiror's respective subsidiaries, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, delivery and delivery performance of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (ciii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Acquisition required under (iA) the Securities Act and the Exchange Act and Act, the rules and regulations thereunder, thereunder and any other applicable U. S. federal or state or Dutch securities laws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; providedprovided that Acquiror, that Associated and the Company and each of the Shareholders shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing (except, with respect to the HSR Act, for such documents that are not customarily provided to the other party) and, if requested, to shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company Company, Acquiror and Associated each of the Shareholders shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) (i) Subject to the terms and Associated conditions of this Agreement and except to the extent that (x) the Board of Directors of WABCO shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger or (y) the Board of Directors of MotivePower shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger, in each case as permitted by Section 5.1(b), MotivePower and WABCO shall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, all things things, necessary, proper, proper or advisable under applicable Law laws to consummate the Merger and make effective the other transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by MotivePower and WABCO or any of their Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and Act, the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Lawlaw; provided, however, that Associated MotivePower and the Company WABCO shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company MotivePower and Associated WABCO shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) law in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction terms and conditions of this Agreement and except to the conditions extent that (x) the Board of Directors of WABCO shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger or (y) the Board of Directors of MotivePower shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger, in each case as permitted by Section 7.01 5.1(b), MotivePower and Section 7.03WABCO shall not take any action, or refrain from taking any action, the Company will use commercially reasonable efforts effect of which would be to cause each executive officer delay or impede the ability of MotivePower and WABCO to consummate the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Motivepower Industries Inc)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all (and cause their respective Subsidiaries to use) their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any Action or Order by any Governmental Authority, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby hereby, including the Offer and thereby, including, without limitation, the Merger; Merger and (ciii) promptly make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Exchange Act, the Securities Act and any other applicable securities Laws, (B) the Exchange HSR Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, Foreign Antitrust Laws and (iiiC) any other applicable Law, if any; provided, that Associated and the Company and Parent shall cooperate with each other in all respects in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any other filings made or required to be made with the SEC in connection with the Offer or the Merger and the transactions contemplated thereby, (y) making an appropriate filing pursuant to the HSR Act and the Foreign Antitrust Laws as set forth in Section 5.4(d) and determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of all the Offer or the Merger and (z) seeking any such actions, consents, approvals or waivers or timely making any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at The Company and Parent may, as each deems advisable and necessary, reasonably designate any time after competitively sensitive material provided to the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party other pursuant to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), 5.4 as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)“Outside Counsel Only Material.”
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) Each of the Company, Ultimate Parent, Parent and Associated Merger Sub shall use all commercially reasonable best efforts to to: (ai) take, or cause to be taken, all appropriate action, actions and do, or Table of Contents cause to be done, and to assist and cooperate with the other parties hereto in doing all things necessary, proper, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement as promptly as practicable; (bii) obtain all from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Ultimate Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any Proceeding by any Governmental Authority, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, including the Merger; and (ciii) as promptly as reasonably practicable, (and in any event within ten Business Days after the date hereof with respect to the HSR Act), make all necessary registrations, declarations, submissions and filings, and thereafter make any other required submissionsregistrations, declarations, submissions and filings, and pay any fees due in connection therewith, with respect to this Agreement and the Merger Transaction required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities laws, (ii) the HSR Act, any applicable federal or state banking lawsAntitrust Laws, and (iii) any other applicable Applicable Law; provided, that Associated and the Company parties shall cooperate with each other in connection with (x) preparing and filing the Proxy Statement and any other required filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of the Transaction and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies provided, further that the preparation and filing of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewithProxy Statement shall be governed by Section 7.02. The Company and Associated parties shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brocade Communications Systems Inc)
Appropriate Action; Consents; Filings. The Seller and the Company and Associated shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; , (bii) obtain all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, state and local) governmental and regulatory rulings and approvals and parties to contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; and , (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act and the Exchange Act (to the extent applicable) and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) the BHCA, the SBL, the SBR and any other applicable federal or state banking laws, laws and (iiiC) any other applicable Law; providedprovided that, that Associated and the Company and Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Seller and the Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mississippi Valley Bancshares Inc)
Appropriate Action; Consents; Filings. (a) The Company and Associated shall Parent will use all commercially their reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all obtain, or cause their affiliates to obtain, from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby herein, including without limitation the Offer and thereby, including, without limitation, the Merger; Merger and (ciii) make as promptly as reasonably practicable, and in any event within three Business Days after the date hereof, make, or cause their affiliates to make, all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunderAct, and any other applicable federal or state securities lawsLaws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, that Associated and the Company shall and Parent will cooperate with each other in connection with (x) preparing and filing the Information Statement, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer and the Merger and (z) seeking any such actions, consents, approvals or waivers or making of all any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish Parent will furnish, and cause their affiliates to furnish, to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).50
Appears in 1 contract
Samples: Agreement and Plan of Merger
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) In accordance with the terms and subject to the conditions of this Agreement (including Section 6.5), the parties hereto will use their respective reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied as expeditiously as practicable (band in any event at least five (5) obtain Business Days prior to the Outside Date), including using reasonable best efforts to accomplish the following: (i) the obtaining of all consents, licenses, permitsnecessary or advisable actions or non-actions, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings Consents and approvals and parties to contracts) from Governmental Authorities necessary or advisable in connection with the authorization, execution, and delivery consummation of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after , including the Effective Time any further action is Merger, and the making of all necessary or desirable advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval from, or to avoid any Action by, any Governmental Authority in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (ii) the obtaining of all other necessary consents, approvals or waivers from Third Parties (provided that the none of the Company, Parent or Acquisition Sub shall be required to make or agree to make any payment or accept any material conditions or obligations with respect thereto), (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Subject to Section 6.4 and the terms and conditions of this Agreement, the parties hereto will cooperate with each other and use their respective reasonable best efforts (provided that in the case of clause (iii) below the parties will use their respective best efforts) to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; hereby as soon as practicable and to cause the conditions to the Offer and the Merger set forth in Annex I and Article VII to be satisfied, including (bi) obtain the obtaining and maintaining of all necessary or advisable actions or non-actions, consents, licensesclearances, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings waivers and approvals and parties to contracts) from Governmental Authorities or other persons necessary in connection with the authorization, execution, and delivery consummation of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable or customary steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation of the 30 transactions contemplated by this Agreement. In case at , (ii) the defending or contesting of any time after claims, actions, investigations, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Effective Time consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any further action is stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, (iii) making or assisting with (as applicable) all filings and applications by Parent and its Affiliates required to obtain the Rights Admission and Readmission as promptly as practicable including in relation to the provision of comfort letters and bring-down procedures in connection therewith, and (iv) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each of the parties hereto shall promptly (and in no event later than five (5) Business Days following the date that this Agreement is executed) make its respective filing under the HSR Act and the Competition Act (Canada) with respect to the transactions contemplated hereby. In addition, the proper officers parties shall mutually agree to make any and directors of each party all other filings required pursuant to other Antitrust Laws as promptly as reasonably practicable following the date that this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)is executed.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) The Company, Parent and Parent Sub shall each use its best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained or made by Parent, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) Parent Sub or the Company or any of their Subsidiaries in connection with the authorization, execution, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act Delaware Law and Indiana Law (including holding a stockholders meeting and/or sending notice of merger and appraisal rights) and the Exchange Act federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities laws, and (iiB) any applicable federal or state banking lawsthe HSR Act, and (iiiC) any other applicable Law; providedprovided that Parent, that Associated Parent Sub and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company Company, Parent and Associated Parent Sub shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Seller and the ------------------------------------- Company and Associated shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement and the Stock Option Agreement; , (bii) obtain all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, state and local) governmental and regulatory rulings and approvals and parties to contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the Stock Option Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; Merger and the issuance of Seller Common Stock pursuant to the Stock Option Agreement, (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Stock Option Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) any applicable federal or state banking laws, laws and (iiiC) any other applicable Law; providedprovided that, that Associated the Company and the Company Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Seller and the Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) Subject to the terms and Associated conditions herein provided, the Company, Acquiror and Acquiror Sub shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, do or cause to be done, all things necessary, proper, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, licenses or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained by Acquiror or the Company or any of their respective Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyby this Agreement, including, without limitation, the Merger; , and (ciii) make all necessary filings, notifications and filings and thereafter make any other required submissions, submissions with respect to this Agreement and the Merger required under (i) [a] the Securities Act and Act, the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws[b] the HSR Act, and (iii) [c] any other applicable Lawlaw; provided, provided that Associated Acquiror and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Acquiror shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law (including all information required to be included in the Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at (b) (i) The Company and Acquiror shall give (or cause their respective Subsidiaries to give) any time after the Effective Time any further action is necessary or desirable notices to carry out the purposes of this Agreementthird parties, the proper officers and directors of each party use, and cause their respective Subsidiaries to this Agreement shall use use, all reasonable efforts to take all such obtain any third-party consents, [a] necessary action. Subject to consummate the transactions contemplated in this Agreement, [b] disclosed or required to be disclosed in the disclosure schedules to this Agreement, or [c] required to prevent a Company Material Adverse Effect from occurring prior to the satisfaction of Effective Time. (ii) In the conditions event that any party shall fail to obtain any third-party consent described in Section 7.01 subsection (b)(i) above, such party shall use reasonable efforts, and Section 7.03, shall take any such actions reasonably requested by the Company will use commercially reasonable efforts and Acquiror to cause each executive officer of minimize any adverse effect upon the Company listed on Exhibit 7.02(i)Company, as of the date of its Subsidiaries and its businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to execute and deliver to Associated each of the Executive Agreements obtain such consent. (as defined in Section 7.02(i)c) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of From the date of this Agreement until the Effective Time, and deliver the Company shall promptly notify Acquiror in writing of any pending or, to the applicable executive officers knowledge of the Company, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with the Merger, (ii) alleging that the consent of such Governmental Entity or Person may be required in connection with the Merger or this Agreement, or (iii) seeking to restrain or prohibit the consummation of the Merger or otherwise limit the right of Acquiror or, to the knowledge of the Company, its Subsidiaries, to own or operate all or any portion of the businesses or assets of the Company listed on Exhibit 7.02(ior its Subsidiaries. (d) each From the date of this Agreement until the Effective Time, Acquiror shall promptly notify the Company in writing of any pending or, to the knowledge of Acquiror, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with the Merger or (ii) seeking to restrain or prohibit the consummation of the Executive Agreements applicable 15 19 Merger or otherwise limit the right of Acquiror or its Subsidiaries to such executive officer in accordance with own or operate all or any portion of the terms set forth on Exhibit 7.02(i).business or assets of the Company or its Subsidiaries. 6.04
Appears in 1 contract
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use all (and cause their respective Subsidiaries to use) their commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (includingto be obtained by Parent or the Company or any of their respective Subsidiaries, without limitationor to avoid any Action or Order by any Governmental Authority, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby hereby, including the Offer and thereby, including, without limitation, the Merger; , and (ciii) promptly make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement Agreement, the Offer and the Merger required under (iA) the Exchange Act, the Securities Act and any other applicable securities Laws, (B) the Exchange HSR Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking lawsForeign Antitrust Laws, and (iiiC) any other applicable Law, if any; provided, that Associated and the Company and Parent shall cooperate with each other in all respects in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any other filings made or required to be made with the SEC in connection with the Offer or the Merger and the transactions contemplated thereby, (y) making an appropriate filing pursuant to the HSR Act and the Foreign Antitrust Laws as set forth in Section 5.4(d) and determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of all the Offer or the Merger, and (z) seeking any such actions, consents, approvals or waivers or timely making any such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Parent shall furnish to each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at The Company and Parent may, as each deems advisable and necessary, reasonably designate any time after competitively sensitive material provided to the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party other pursuant to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), 5.4 as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)“Outside Counsel Only Material.”
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) (i) Subject to the terms and Associated conditions of this Agreement and except to the extent that (x) the Board of Directors of Stone shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger or the amendments to the Stone certificate of incorporation contemplated hereby or (y) the Board of Directors of JSC shall have withdrawn or modified its recommendation of the approval of the issuance of shares of JSC Common Stock in the Merger or the amendments to the JSC certificate of incorporation contemplated hereby, in each case as permitted by Section 6.01(b), JSC and Stone shall use all commercially reasonable their best efforts to (aA) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, all things things, necessary, proper, proper or advisable under applicable Law laws to consummate the Merger and make effective the other transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by JSC and Stone or any of their Subsidiaries, or to avoid any action or proceeding by any Governmental Authority (including, without limitation, all foreign and domestic (federalthose in connection with the HSR Act), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and Act, the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, law; provided that JSC and (iii) any other applicable Law; provided, that Associated and the Company Stone shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company JSC and Associated Stone shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) law in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction terms and conditions of this Agreement and except to the extent that (x) the Board of Directors of Stone shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger or the amendments to the Stone certificate of incorporation contemplated hereby or (y) the Board of Directors of JSC shall have withdrawn or modified its recommendation of the conditions approval of the issuance of shares of JSC Common Stock in the Merger or the amendments to the JSC certificate of incorporation contemplated hereby, in each case as permitted by Section 7.01 6.01(b), JSC and Section 7.03Stone shall not take any action, or refrain from taking any action, the Company will use commercially reasonable efforts effect of which would be to cause each executive officer delay or impede the ability of JSC and Stone to consummate the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jefferson Smurfit Corp /De/)
Appropriate Action; Consents; Filings. The Company Each of Celgene, Purchaser and Associated shall Receptos have agreed to use all commercially reasonable best efforts to (a) take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things reasonably necessary, proper, proper or advisable under applicable Law law or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by Merger Agreement, including using reasonable best efforts to: (i) cause the Offer Conditions and the conditions to the Merger to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental authorities and any third-party and make all necessary registrations, declarations, notifications and filings with governmental authorities or any third-party, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any material contracts to which Receptos or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the transactions contemplated thereby. Both Celgene and Receptos have agreed, on behalf of themselves and their respective affiliates, that, between the date of the Merger Agreement and the Effective Time, neither Celgene nor Receptos will, and neither Celgene nor Receptos will cause their respective affiliates to, enter into any definitive agreements or arrangements for, or consummate an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any third-party if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated by the Merger Agreement or would otherwise reasonably be expected to prevent or delay the Merger. Each of Celgene and Purchaser (and their respective affiliates, if applicable), on the one hand, and Receptos, on the other hand, have agreed to file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) a Notification and Report Form relating to the Merger Agreement and the transactions contemplated thereby as required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) as soon as practicable after the date of the Merger Agreement but in no event later than 15 days following the date of the Merger Agreement. Each of Celgene and Receptos will (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC or the DOJ, and (iv) use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any antitrust laws. Celgene will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ (the “Antitrust Division”) or any other governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of Receptos (which consent will not be unreasonably withheld, conditioned or delayed). In no event will Celgene be required to (a) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, conduct of business restrictions, or a sale or disposition of assets or businesses or a license or grant of commercialization rights to businesses, products, product lines, fields of use or assets of Celgene or its affiliates (including, after the closing of the transactions contemplated by the Merger Agreement, the Surviving Corporation and its affiliates), or (b) contest or resist any legal proceeding or seek to have vacated, lifted, reversed or overturned any order, decision, judgment, writ, injunction, decree, award or TABLE OF CONTENTS other determination of any governmental authority that may result from such legal proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; provided that Celgene will have the right, in its sole discretion, to take any of the actions described in the foregoing subclause (b) obtain all consents), licensesand, permitsif Celgene elects to take any such action, waivers, approvals, authorizations, or orders Receptos is required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) reasonably cooperate with Celgene in connection therewith. If any party to the Merger Agreement (or affiliate thereof) receives a request for additional information or documentary material from any governmental authority with the authorization, execution, and delivery of this Agreement and the consummation by them of respect to the transactions contemplated hereby and thereby, including, without limitation, by the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, Merger Agreement pursuant to the HSR Act with respect to this Agreement which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the Merger required under other party, an appropriate response in substantial compliance with such request. To the extent reasonably practicable and unless prohibited by applicable law or by the applicable governmental authority, the parties agreed to (i) give each other reasonable advance notice of all meetings and conference calls with any governmental authority relating to the Securities Act and Offer or the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsMerger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any applicable federal oral communications with any governmental authority regarding the Offer or state banking lawsthe Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any governmental authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a governmental authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any governmental authority relating to the Offer or the Merger, and (iiivii) any other applicable Law; provided, that Associated cooperate and the Company shall cooperate with provide each other with a reasonable opportunity to participate in, and consider in connection with good faith the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction views of the other with respect to, all material deliberations with respect to all efforts to satisfy the Offer Conditions and conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of Merger relating to the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)HSR Act and antitrust approval.
Appears in 1 contract
Samples: Celgene Corp /De/
Appropriate Action; Consents; Filings. The Seller and the Company and Associated shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement and the Stock Option Agreement; , (bii) obtain all consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, state and local) governmental and regulatory rulings and approvals and parties to contracts) required in connection with the authorization, execution, execution and delivery of this Agreement and the Stock Option Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; Merger and the issuance of Seller Common Stock pursuant to the Stock Option Agreement, (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Stock Option Agreement and the Merger required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) any applicable federal or state banking laws, laws and (iiiC) any other applicable Law; providedprovided that, that Associated the Company and the Company Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Seller and the Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advantage Bancorp Inc)
Appropriate Action; Consents; Filings. (a) The Shareholder, the ------------------------------------- Company and Associated the Purchaser shall use all commercially reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable necessary under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain all from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained or made by the Purchaser or the Company or any of its subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyin this Agreement, including, without limitation, the Merger; and (ciii) make all necessary notifications and filings, and thereafter make any other required submissionssubmissions and attend hearings, with respect to this Agreement and the Merger transactions contemplated hereby required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, HMO Acts and (iiiB) any other applicable Lawlaw, (iv) obtain a complete and unconditional release from liability of, or consent to assignment by, the Shareholder and/or Ramsay Health Care, Inc. ("RHCI"), as applicable, under the Lease dated October 6, 1995 between the Shareholder and American Business Credit Corporation ("ABC"), the Lease dated October 30, 1995 between the Shareholder and ABC, and the Lease dated March 24, 1995, as supplemented, between RHCI and IBM Credit Corporation (collectively, the "Affiliate Leases"), without any payment by the Shareholder or RHCI and (v) at the expense of the Shareholder, cause (x) the sublease between RHCI and the Company relating to the New Orleans office of the Company to be terminated effective as of the Closing Date, and (y) the lease between the Company and Xxx Xxxxxxxx Auto, Inc. relating to a Lexus automobile to be terminated or transferred out of the Company effective on or before the Closing Date (the sublease and lease referred to in clauses (x) and (y) being referred to hereinafter as the "Excluded Contracts"; providedprovided that, that Associated the Shareholder, the Purchaser and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Shareholder, the Company and Associated the Purchaser shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) law in connection with the transactions contemplated by this Agreement. In case at Without in any time after way limiting the Effective Time foregoing, the Purchaser shall make all necessary notifications and filings, complete in all respects, with the applicable DOI and any further action is necessary or desirable to carry out the purposes other Governmental Authority, as promptly as practicable and in any event within fifteen (15) business days following execution of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction of the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company and Associated shall use all commercially reasonable efforts to (a) Subject to Section 6.4 and the terms and conditions of this Agreement, the parties hereto will cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; hereby as soon as practicable and to cause the conditions to the Offer and the Merger set forth in Annex I and Article VII to be satisfied, including (bi) obtain the obtaining and maintaining of all necessary or advisable actions or non-actions, consents, licensesclearances, permits, waivers, approvals, authorizations, or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings waivers and approvals and parties to contracts) from Governmental Authorities or other persons necessary in connection with the authorization, execution, and delivery consummation of the transactions contemplated by this Agreement and the consummation by them making of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filingsregistrations and filings (including filings with Governmental Authorities, and thereafter make any other required submissions, with respect to this Agreement if any) and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereundertaking of all reasonable or customary steps as may be necessary to obtain an approval from, and or to avoid an action or proceeding by, any Governmental Authority or other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Law; provided, that Associated and the Company shall cooperate with each other persons necessary in connection with the making consummation of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at , (ii) the defending or contesting of any time after claims, actions, investigations, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Effective Time consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any further action is stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and other transactions to be performed or desirable consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement, and (iv) the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject abandonment prior to the satisfaction commencement of the conditions in Section 7.01 and Section 7.03, Offer of all licenses from the Federal Communications Commission that are held by the Company will use commercially reasonable efforts to cause each executive officer or any of its subsidiaries, including those licenses set forth on Section 4.6 of the Company listed on Exhibit 7.02(iDisclosure Schedule, it being understood that the failure to abandon such licenses would be deemed a material breach of this Section 6.2(a); provided, as that such failure shall not be deemed a material breach if such failure is cured by the Company prior to when the Acceptance Time would otherwise have occurred. Each of the parties hereto shall promptly (and in no event later than five (5) Business Days following the date that this Agreement is executed) make its respective filings under the HSR Act and the German Act against Restraints of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance Competition with the terms set forth on Exhibit 7.02(i). Subject respect to the satisfaction of transactions contemplated hereby. In addition, the parties shall mutually agree to make any and all other conditions in Section 7.01 and Section 7.02, Associated will execute, filings required pursuant to other Antitrust Laws as of promptly as reasonably practicable following the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)that this Agreement is executed.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) Subject to the terms and Associated conditions of this Agreement and except to the extent that the board of directors of York shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger, as permitted by Section 5.1(b), York and Maxxxxxx xhall use all commercially their reasonable best efforts to (aA) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, all things things, necessary, proper, proper or advisable under applicable Law laws to consummate the Merger and make effective the other transactions contemplated by this Agreement; Agreement as promptly as practicable, (bB) obtain all from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law to be obtained or made by York and Maxxxxxx xr any of their Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, all those in connection with the HSR Act or other foreign and domestic (federallaws or regulations), state, and local) governmental and regulatory rulings and approvals and parties to contracts) in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyherein, including, without limitation, the Merger; and (cC) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and Act, the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (ii) any applicable federal or state banking laws, and (iii) any other applicable Lawlaw; provided, however, that Associated York and the Company shall Maxxxxxx xhall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept accepting all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company York and Associated shall Maxxxxxx xhall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) law in connection with the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject to the satisfaction terms and conditions of this Agreement and except to the conditions in extent that the board of directors of York shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger, as permitted by Section 7.01 5.1(b), York and Section 7.03Maxxxxxx xhall not take any action, or refrain from taking any action, the Company will use commercially reasonable efforts effect of which would be to cause each executive officer delay or impede the ability of York and Maxxxxxx xo consummate the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matthews International Corp)
Appropriate Action; Consents; Filings. (a) The Company and Associated Parent shall use each use, and shall cause each of their respective subsidiaries to use, all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; , (bii) obtain all from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyhereby, including, without limitation, the Merger; and , (ciii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (iA) the Securities Act (in the case of Parent) and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Law; provided, provided that Associated Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing filings and, if requested, to shall accept all reasonable additions, deletions, deletions or changes suggested in connection therewith. The Company and Associated Parent shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Company Proxy Statement/Prospectus and , the Parent Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at any time after Parent and the Effective Time any further action is necessary or desirable to carry out Company shall request early termination of the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such necessary action. Subject waiting period with respect to the satisfaction of Merger under the conditions in Section 7.01 and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to execute and deliver to Associated each of the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Affiliated Computer Services Inc)
Appropriate Action; Consents; Filings. The (a) Subject to Section 5.03, each of Parent and the Company shall (and Associated the Company shall cause the Company Subsidiaries and Parent shall cause each of its affiliates to) use all commercially its reasonable best efforts to consummate the Transactions and to cause the conditions set forth in Article VI and Annex II to be satisfied. Without limiting the generality of the foregoing, Parent shall (and shall cause Sub and each of Parent’s or Sub’s affiliates to) and the Company shall (and shall cause each of the Company Subsidiaries to) use its reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement; (b) promptly obtain all actions or nonactions, consents, licenses, permitsPermits (including Environmental Permits), waivers, approvals, authorizations, authorizations and orders from Governmental Entities or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) other persons necessary in connection with the authorization, execution, and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and thereby, including, without limitation, the Merger; and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (i) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities lawsTransactions, (ii) as promptly as practicable and in any applicable federal event within ten (10) Business Days after the date of this Agreement, make and not withdraw (without the Company’s consent, not to be unreasonably withheld, conditioned or state banking lawsdelayed), all registrations and (iii) filings with any Governmental Entity or other applicable Law; provided, that Associated and the Company shall cooperate with each other persons necessary in connection with the making consummation of all such filingsthe Transactions, including providing copies the filings required of the parties or their “ultimate parent entities” under the HSR Act or any other Antitrust Law, and promptly make any further filings pursuant thereto that may be necessary or advisable, (iii) defend all such documents lawsuits or other legal, regulatory, administrative or other Proceedings to which it or any of its affiliates is a party challenging or affecting this Agreement or the consummation of the Transactions, in each case until the issuance of a final, non-filing party and its advisors prior appealable order with respect to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated shall furnish all information required for any application each such lawsuit or other filing Proceeding, (iv) seek to be made pursuant have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the rules and regulations Transactions, in each case until the issuance of a final, non-appealable order with respect thereto, (v) seek to resolve any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated objection or assertion by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to Governmental Entity challenging this Agreement shall use all reasonable efforts to take all such necessary action. Subject to or the satisfaction of the conditions in Section 7.01 Transactions and Section 7.03, the Company will use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02(i), as of the date of the Effective Time, to (vi) execute and deliver any additional instruments necessary to Associated each of consummate the Executive Agreements (as defined in Section 7.02(i)) in accordance with the terms set forth on Exhibit 7.02(i). Subject to the satisfaction of the other conditions in Section 7.01 and Section 7.02, Associated will execute, as of the date of the Effective Time, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i)Transactions.
Appears in 1 contract
Appropriate Action; Consents; Filings. The Company (a) Subject to the terms and Associated conditions herein provided, Seller and Purchaser shall use all commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, do or cause to be done, all things necessary, proper, proper or advisable under applicable Law law or otherwise to consummate and make effective the transactions contemplated by this Agreement; Agreement as promptly as practicable, (bii) obtain from all Governmental Entities all consents, licenses, permits, waivers, approvals, authorizations, licenses or orders required under Law (including, without limitation, all foreign and domestic (federal, state, and local) governmental and regulatory rulings and approvals and parties to contracts) be obtained by Purchaser or Seller or any of their respective Subsidiaries in connection with the authorization, execution, execution and delivery of this Agreement and the consummation by them of the transactions contemplated hereby and therebyby this Agreement, including, without limitation, the Merger; Asset Sale, and (ciii) make all necessary filings, notifications and filings and thereafter make any other required submissions, submissions with respect to this Agreement and the Merger Asset Sale required under (iA) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (iiB) any applicable federal or state banking laws, the HSR Act and (iiiC) any other applicable Lawlaw; provided, provided that Associated Purchaser and the Company Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Seller and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions, or changes suggested in connection therewith. The Company and Associated Purchaser shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. In case at (b) (i) Seller and Purchaser shall give (or cause their respective Subsidiaries to give) any time after the Effective Time any further action is necessary or desirable notices to carry out the purposes of this Agreementthird parties, the proper officers and directors of each party use, and cause their respective Subsidiaries to this Agreement shall use use, all reasonable efforts to take all such obtain any third-party consents, (A) necessary action. Subject to consummate the transactions contemplated in this Agreement, (B) disclosed or required to be disclosed in the disclosure schedules to this Agreement, or (C) required to prevent a Seller Material Adverse Effect from occurring prior to the satisfaction of Closing Date. (ii) In the conditions event that any party shall fail to obtain any third-party consent described in Section 7.01 subsection (b)(i) above, such party shall use reasonable efforts, and Section 7.03shall take any such actions reasonably requested by the other party to minimize any adverse effect upon the other party, its Subsidiaries and its businesses resulting, or which could reasonably be expected to result after the Company will use commercially reasonable efforts Closing Date, from the failure to cause each executive officer of the Company listed on Exhibit 7.02(i), as of obtain such consent. (c) From the date of this Agreement until the Effective TimeClosing Date, Seller shall promptly notify Purchaser in writing of any pending or, to execute and deliver the knowledge of Seller, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking damages in connection with the Asset Sale, (ii) alleging that the consent of such Governmental Entity or Person may be required in connection with the Asset Sale or this Agreement, (iii) seeking to Associated each restrain or prohibit the consummation of the Executive Agreements (as defined in Section 7.02(i)) in accordance with Asset Sale or otherwise limit the terms set forth on Exhibit 7.02(i). Subject right of Purchaser or its Subsidiaries to the satisfaction own or operate all or any portion of the other conditions in Section 7.01 and Section 7.02businesses or assets of the Divisions, Associated will execute, as or (iv) involving any of the Purchased Assets or either of the Divisions. 16 22 (d) From the date of this Agreement until the Effective TimeClosing Date, Purchaser shall promptly notify Seller in writing of any pending or, to the knowledge of Purchaser, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with the Asset Sale or (ii) seeking to restrain or prohibit the consummation of the Asset Sale or otherwise limit the right of Purchaser or its Subsidiaries to own or operate all or any portion of the business or assets of the Divisions. (e) From the date of this Agreement until the Closing Date, Seller shall promptly notify Purchaser in writing of (i) any amendments made to the Merger Agreement, and deliver to the applicable executive officers of the Company listed on Exhibit 7.02(i(ii) each of the Executive Agreements applicable to such executive officer in accordance with the terms set forth on Exhibit 7.02(i).any additional agreements between Seller and Giufxxx. 7.04
Appears in 1 contract
