Common use of Commercially Reasonable Efforts; Further Assurances Clause in Contracts

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Agreements, including using commercially reasonable efforts to: (i) cause the conditions to the applicable Closing set forth in Section 6 to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and make all necessary registrations, declarations and filings with Governmental Entities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Agreements.

Appears in 4 contracts

Samples: Securities Purchase Agreement (HC2 Holdings, Inc.), Securities Purchase Agreement (HC2 Holdings, Inc.), Securities Purchase Agreement (Hudson Bay Capital Management LP)

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Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers Investors and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Related Agreements, including using commercially reasonable efforts to: (i) cause the conditions to the applicable Closing set forth in Section 6 Article IV to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and make all necessary registrations, declarations and filings with Governmental EntitiesAuthorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Related Agreements.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Houston American Energy Corp), Securities Purchase Agreement (Houston American Energy Corp)

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Agreements, including using commercially reasonable efforts (except when best efforts is otherwise required under this Agreement) to: (i) cause the conditions to the applicable Closing set forth in Section 6 to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and make all necessary registrations, declarations and filings with Governmental Entities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Agreements.

Appears in 1 contract

Samples: Securities Purchase Agreement (BG Medicine, Inc.)

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers Investors and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Related Agreements, including using commercially reasonable efforts to: (i) cause the conditions to the applicable Closing set forth in Section 6 Article IV to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and make all necessary registrations, declarations and filings with Governmental EntitiesAuthorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Related Agreements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gulfmark Offshore Inc)

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Commercially Reasonable Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the Purchasers and the Company parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law Laws to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, prior to Closing, the parties will, as promptly as practicable, apply for and the other Transaction Agreementsdiligently prosecute all applications for, including using and will use their commercially reasonable efforts promptly to: (ia) cause the conditions to the applicable Closing set forth in Section 6 effect all necessary registrations and filings required to be satisfiedfiled by such party; (iib) obtain all necessary actions defend any lawsuits or non-actionsother Legal Proceedings, waiverswhether judicial or administrative, consentswhether brought derivatively or on behalf of third parties (including Governmental Authorities or officials), approvals, orders and authorizations from Governmental Entities and make all necessary registrations, declarations and filings with Governmental Entitieschallenging this Agreement or the consummation of the transactions contemplated hereby; and (iiic) execute or deliver any additional instruments reasonably necessary furnish to consummate the transactions contemplated by, each other such information and assistance and to fully carry out consult with respect to the purposes ofterms of any registration, this Agreement and filing, application or undertaking as reasonably may be requested in connection with the other Transaction Agreementsforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SFX Entertainment, INC)

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