Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Worthington Foods Inc /Oh/), Agreement and Plan of Merger (Newmedia Spark PLC), Agreement and Plan of Merger (Telescan Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's ’s obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it they permit any of its their Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/), Agreement and Plan of Merger (AmNet Mortgage, Inc.), Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bon Ton Stores Inc), Agreement and Plan of Merger (Elder Beerman Stores Corp), Agreement and Plan of Merger (Elder Beerman Stores Corp)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's ’s obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company nor Parent will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coherus BioSciences, Inc.), Agreement and Plan of Merger (Cephalon Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpnet Inc), Agreement and Plan of Merger (Alpnet Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps reasonably necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proxima Corp), Agreement and Plan of Merger (Ask Asa)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.each
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ahi Healthcare Systems Inc), Agreement and Plan of Merger (Fpa Medical Management Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will use all commercially reasonable efforts to take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Merger Agreement (Hearst Corp), Merger Agreement (Argyle Television Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's ’s obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and except as otherwise contemplated or permitted in this Agreement, neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent Parent, the Stockholders and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's ’s obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Stockholders or the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S Wireless Data Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eco Form International Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fpa Medical Management Inc)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent Parent, Merger Sub and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could would reasonably be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's ’s obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and except as otherwise contemplated or permitted in this Agreement, neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chemgenex Pharmaceuticals LTD)
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the otherCompany's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company willwill not, nor will it permit any of its Subsidiaries to, take or fail to take any action that could would reasonably be reasonably expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, each of Parent and the Company will take or cause to be taken all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the other's obligations contained in this Agreement and to consummate and make effective the transactions contemplated by this Agreement, and neither Parent nor the Company will, nor will it permit any of its Subsidiaries to, take or fail to take any action that could be reasonably expected to result in the nonfulfillment of any such condition, except as otherwise expressly permitted by this Agreement.
Appears in 1 contract
