Common use of Consummation of the Merger Clause in Contracts

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, Parent and Merger Sub, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use, and shall cause each of their respective Subsidiaries to use, its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, Permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Valero Energy Partners Lp)

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Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, Parent and Merger SubParent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use, use and shall cause each of their respective Subsidiaries to use, use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, Permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Midcoast Energy Partners, L.P.)

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, Parent and Merger Subduring the Pre-Closing Period, each of Parent, on the one hand, and each of the Partnership and the Partnership GPCompany, on the other hand, shall will cooperate with the other and use, use (and shall will cause each of their respective Subsidiaries to use, ) its commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated herebyMerger, including preparing and filing as promptly as practicable promptly, and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws)documents, and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, Permitspermits, authorizations and other confirmations from any Governmental Authority Entity or third party Third Party necessary, proper or advisable to consummate the transactions contemplated hereby and (iii) defend any Proceedings challenging Merger. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Company to pay any consideration to a Third Party from whom consent, approval or the consummation of the transactions contemplated herebywaiver is requested.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)

Consummation of the Merger. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 7.2(d)), Parent and Merger Sub, on the one hand, and each of the Partnership and the Partnership GPCompany, on the other hand, shall will cooperate with the each other and use, use (and shall will cause each of their respective Subsidiaries to use, its ) their respective reasonable best efforts to to: (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than March 17, 2020 (the Outside Date) ”), and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), ; (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, Governmental Approvals and expirations or terminations of any applicable waiting periods, registrations, Permitspermits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and by this Agreement; (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated herebyby this Agreement; and (iv) obtain all necessary consents, approvals or waivers from third parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roan Resources, Inc.)

Consummation of the Merger. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 7.1(c)), each of the Parent and Merger SubEntities, on the one hand, and each of the Partnership and the Partnership GPEntities, on the other hand, shall will cooperate with the other and use, use (and shall will cause each of their respective Subsidiaries to use, ) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herebyMerger, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws)documents, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits (including Environmental Permits), authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby and Merger, (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyMerger and (iv) obtain all necessary consents, approvals or waivers from third parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eagle Rock Energy Partners L P)

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, Parent and Merger Sub, on the one hand, and each of the Partnership and the Partnership GPGeneral Partner, on the other hand, shall cooperate with the other and use, and shall cause each of their respective Subsidiaries to use, its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing with any applicable Governmental Authority as promptly as practicable all documentation to effect all necessary necessary, proper or advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, Permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blueknight Energy Partners, L.P.)

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Consummation of the Merger. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 7.1(d)), each of the Parent and Merger SubEntities, on the one hand, and each of the Partnership and the Partnership GPEntities, on the other hand, shall will cooperate with the other and use, use (and shall will cause each of their respective Subsidiaries to use, ) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herebyMerger, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, Permitspermits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby and Merger, (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby.Merger and (iv) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “

Appears in 1 contract

Samples: Agreement and Plan of Merger (QR Energy, LP)

Consummation of the Merger. (a) a. Subject to the terms and conditions of this Agreement, Parent and Merger Subduring the Pre-Closing Period, each of Parent, on the one hand, and each of the Partnership and the Partnership GPCompany, on the other hand, shall will cooperate with the other and use, use (and shall will cause each of their respective Subsidiaries to use, its ) commercially reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated herebyMerger, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Competition Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, Permitspermits, authorizations and other confirmations from any Governmental Authority Entity or third party Third Party necessary, proper or advisable to consummate the transactions contemplated hereby Merger and (iii) defend any Proceedings challenging obtain all necessary consents, approvals or waivers from third parties. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Company to pay any consideration to a Third Party from whom consent, approval or the consummation of the transactions contemplated herebywaiver is requested.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ZAGG Inc)

Consummation of the Merger. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 7.1(d)), Parent and Merger Sub, on the one hand, and each of the Partnership and the Partnership GPCompany, on the other hand, shall will cooperate with the each other and use, use (and shall will cause each of their respective Subsidiaries to use, ) its reasonable best efforts (subject to, and in accordance with, applicable Law) to (i) take, or cause to be taken, all actions, and do, or cause to be done, promptly and to assist and cooperate with the other Parties in doing, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herebyMerger, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, Permitspermits, authorizations and other confirmations from any Governmental Authority or third party Third Party necessary, proper or advisable to consummate the transactions contemplated hereby and Merger, (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby.Merger, including seeking to have any stay or temporary restraining order entered by any court or Governmental Authority vacated, lifted, overturned or reversed, (iv) obtain all necessary consents, approvals or waivers from Third Parties, and (v)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Noble Energy Inc)

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