Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Offer, the Merger, the Investments Stock Purchase and the other transactions contemplated by this Agreement as promptly as practicable and no party hereto shall take or cause to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Investments Stock Purchase. In furtherance and not in limitation of the foregoing, each party hereto agrees to make appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Jaharis Mary), Agreement and Plan of Merger (Kos Pharmaceuticals Inc)

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Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Offer, the Merger, the Investments Stock Purchase Merger and the other transactions contemplated by this Agreement Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and no party hereto shall take or cause other documents necessary to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of consummate the Offer, the Merger or and the Investments Stock Purchaseother transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other applicable Antitrust Law with respect to the transactions contemplated hereby as promptly as practicablepracticable after the date hereof, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, Act or any other applicable Antitrust Law and (iii) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods with respect to the approval of the Offer, the Merger under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Actand any other applicable Antitrust Laws.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Cardinal Health Inc)

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Offer, the Merger, the Investments Stock Purchase Merger and the other transactions contemplated by this Agreement Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and no party hereto shall take or cause other documents necessary to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of consummate the Offer, the Merger or and the Investments Stock Purchaseother transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicablepracticable after the date hereof, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, Act and (iii) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under with respect to the HSR Act as soon as practicable, including by requesting early termination approval of the waiting period provided for in Offer and the Merger under the HSR Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Darden Restaurants Inc), Agreement and Plan of Merger (Rare Hospitality International Inc)

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Offer, the Merger, the Investments Stock Purchase Merger and the other transactions contemplated by this Agreement Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as promptly as practicable and no party hereto shall take or cause it may be extended from time to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Investments Stock Purchasetime). In furtherance and not in limitation of the foregoing, to the extent required under any applicable Antitrust Laws, each party hereto agrees to make appropriate any required filings or applications under any such Antitrust LawLaws, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act as applicable, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Actsuch Antitrust Laws, as applicable, and to take all other actions necessary, proper or advisable to obtain consents, approvals or authorizations and to cause the expiration or termination of the any applicable waiting periods under the HSR Act such Antitrust Laws, as soon as practicable, including by requesting early termination of the waiting period period, if provided for in the HSR Actsuch Antitrust Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Genelabs Technologies Inc /Ca)

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Offer, the Merger, the Investments Stock Purchase Merger and the other transactions contemplated by this Agreement Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and no party hereto shall take or cause other documents necessary to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Offer, consummate the Merger or and the Investments Stock Purchaseother transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other applicable Antitrust Law with respect to the transactions contemplated hereby as promptly as practicablepracticable after the date hereof, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, Act or any other applicable Antitrust Law and (iii) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods with respect to the approval of the Merger under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Actand any other applicable Antitrust Laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Per Se Technologies Inc)

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Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use reasonable best efforts to (and, in the case of Parent, cause each of its subsidiaries and Affiliates (collectively, the “Parent Group”) to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate the Offer, the Merger, the Investments Stock Purchase Merger and the other transactions contemplated by this Agreement as promptly as practicable and no party hereto shall take or cause to be taken any action which would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Investments Stock PurchaseAgreement. In furtherance and not in limitation of the foregoing, each party Party hereto agrees to (i) make appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicablepracticable and in any event within 10 Business Days of the date hereof, to unless the Parties agree otherwise and (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, Act and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including . Each Party shall cause the filings made by requesting it under the HSR Act to be considered for grant of “early termination termination” of the waiting period provided for in the HSR Actperiod.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vivint Solar, Inc.)

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.7(c), each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Offer, Offer and the Merger, the Investments Stock Purchase Merger and the other transactions contemplated by this Agreement as promptly as practicable Agreement, and no party hereto shall take or cause to be taken any action which that would reasonably be expected to prevent, impede or delay the consummation of the Offer, Offer or the Merger or and the Investments Stock Purchaseother transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each party hereto agrees to make appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, Act and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shall pay all filing fees and other charges for the filings required under the HSR Act by the Company and Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (O Reilly Automotive Inc)

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