Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tippingpoint Technologies Inc), Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (3com Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Quantum Corp /De/)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties agrees to shall use commercially its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this any Operative Agreement or the consummation of any of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Transactions and to fully carry out the purposes of, this Agreementof the Operative Agreements. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Offer, use commercially reasonable efforts the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Transactions Offer, the Merger and this Agreementthe other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Duty Free International Inc), Agreement and Plan of Merger (Baa PLC /Fi), Agreement and Plan of Merger (Duty Free International Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, the Company Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Document Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Launch Media Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated herebyMerger or other Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Merger or other Transactions and to fully carry out the purposes of, of this AgreementAgreement and the Transaction Agreements. In connection with and without limiting the foregoing, Parent and the Company and its Board shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, use commercially reasonable efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this AgreementTransaction Agreements.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Millstream Acquisition Corp), Agreement and Plan of Merger (RGGPLS Holding, Inc.), Agreement and Plan of Merger (GRH Holdings, L.L.C.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations 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 Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely to result in the imposition of a condition or restriction of the type referred to in clause (ii), (iii) or (iv) of Section 6.01(g). In connection with and without limiting the foregoing, Parent, the Company and its Board shall, if any their respective Boards of Directors shall (i) take all action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any other transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, use commercially reasonable efforts to ensure take all action necessary so that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger and the other transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Santa Fe Pacific Gold Corp), Agreement and Plan of Merger (Newmont Mining Corp), Letter Agreement (Homestake Mining Co /De/)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or Merger, this Agreement, the Company Voting Agreements or any of the transactions contemplated hereby and thereby, use commercially reasonable efforts to ensure that the Transactions Merger, this Agreement, the Company Voting Agreements and the other transactions contemplated hereby and thereby may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and Merger, this Agreement, the Company Voting Agreements and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Webvan Group Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Transactions and to fully carry out the purposes of, this Agreementof the Transaction Agreements. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, use commercially reasonable efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute Transaction Agreements. Notwithstanding the foregoing, neither the Company Board nor the Company shall be prohibited from taking any action permitted by Sections 5.02(b) or regulation on the Transactions and this Agreement5.02(d), respectively.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Drug Stores Inc), Agreement and Plan of Merger (Penney J C Co Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other Transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) in the taking case of Parent, the obtaining of all reasonable acts necessary to cause approvals under any applicable Gaming Laws required in connection with this Agreement, the conditions precedent set forth in Article VI to be satisfiedMerger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions to be 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 Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments not inconsistent necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any shall (x) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use commercially take all reasonable efforts action necessary to ensure that the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger and this Agreementthe other Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Boyd Gaming Corp), Agreement and Plan of Merger (Boyd Gaming Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Forte Software Inc \De\)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: without limitation (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, transactions contemplated hereby and to fully carry out the purposes of, of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 5.02 or 8.01. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any at the request of Parent: (i) take all action within its power reasonably requested by Parent as necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Transactions transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this AgreementAgreement or the transactions contemplated hereby, use commercially reasonable efforts take all action within its power reasonably requested by Parent as necessary to ensure that the Transactions transactions contemplated hereby may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and transactions contemplated hereby. Nothing in this AgreementAgreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Aquent Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Related Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Transactions contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Parent, use commercially reasonable efforts any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable impose any material limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Transactions and this AgreementSurviving Corporation).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger (Eclipsys Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all 40 necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan (Seeq Technology Inc), Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Lsi Logic Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated by the Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations and filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, ; (iiiii) the obtaining of all necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties required as a result parties; and (iii) the execution and delivery of any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated in this Agreementby, (iv) and to fully carry out the defending purposes of, the Transaction Documents. In addition, each of Parent, Merger Sub and the Company agrees to use its commercially reasonable efforts to defend any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the Offer, the Merger, this Agreement or the consummation of the transactions contemplated herebyby the Transaction Documents, including seeking to have any stay or temporary restraining order Order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Promotions Com Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon- actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyrequired by the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In Agreement and the other Transaction Documents and (v) subject to the execution of appropriate confidentiality agreements, reasonably cooperating with all potential sources of financing to the Investor in connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or transactions contemplated by this Agreement, use commercially and the taking of all reasonable efforts to ensure that the Transactions steps as may be consummated necessary or advisable to consummate one or more financing transactions with such potential sources of financing, including participating in "road shows" with respect to the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect issuance of such statute securities in one or regulation on the Transactions and this Agreement.more
Appears in 3 contracts
Samples: Subscription and Exchange Agreement (Apollo Investment Fund Iv Lp), Subscription and Exchange Agreement (Group Maintenance America Corp), Subscription and Exchange Agreement (Building One Services Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the TransactionsMerger and the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Nova and the Company and its Nova Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger or this Agreement, use all commercially reasonable efforts to ensure that the Transactions Merger may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger and this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications), Agreement and Plan of Merger (Scansoft Inc), Agreement and Plan of Merger (Scansoft Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) in the taking case of Parent, the obtaining of all reasonable acts necessary to cause approvals under any applicable Gaming Laws required in connection with this Agreement, the conditions precedent set forth in Article VI to be satisfiedMerger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions to be 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 Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments not inconsistent necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any shall (x) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use commercially take all reasonable efforts action necessary to ensure that the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger and this Agreementthe other Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Stockholders Agreement (Boyd Gaming Corp), Execution Copy (Boyd Gaming Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its Board directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transaction, this Agreement or any of the transactions contemplated by this Agreement, use their commercially reasonable efforts to ensure that enable the Transactions may Transaction and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Parent or the effect Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc), Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Qorus Com Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Extended Systems Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement, the Transaction Option Agreement and the Stockholders' Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, the Transaction Option Agreement and the Stockholders' Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in the Annex A and Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement, the Transaction Option Agreement or the Stockholders' Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with Notwithstanding anything in this Agreement to the contrary, except pursuant to the Transaction Option Agreement and without limiting the foregoingStockholders' Agreement, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or the Company and or its Board shall, if subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Transactions and this AgreementSurviving Corporation).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cytyc Corp), Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the -------------------------------- conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Company, Parent and Sub agrees to use commercially reasonable good faith 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactionsnon-actions, waiverslicenses, consents, approvals, orders and authorizations approvals or waivers from Governmental Entities and the making of all necessary registrationsother third parties, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , (v) the foregoingdefending of any lawsuits or other legal proceedings, by persons other than Governmental Entities, challenging this Agreement or the Company and its Board shallconsummation of the transactions contemplated hereby or thereby, if including the using of all commercially reasonable efforts necessary to lift, rescind or mitigate the effect of any state takeover statute injunction or similar statute restraining order or regulation is or becomes applicable other order adversely affecting the ability of any party hereto to consummate the Transactions or this Agreementtransactions contemplated hereby, use (vi) the using of all commercially reasonable efforts to ensure fulfill all conditions to the obligations of Parent, Sub or the Company pursuant to this Agreement, (vii) the Company taking all commercially reasonable actions requested by Parent in connection with obtaining any consents, waivers or amendments requested by Parent under any outstanding debt instruments of the Company and (viii) the using of all commercially reasonable efforts to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be; provided, however, that Parent shall not be obligated to take any action pursuant to the Transactions may foregoing if the taking of such action or the obtaining of any waiver, license, consent, approval or exemption is reasonably likely to be consummated materially burdensome to Parent and its subsidiaries taken as a whole or to impact (x) in a materially adverse manner the most expeditious manner promptly as practicable on operations of Parent or (y) the terms economic or business benefits of the transactions contemplated by this Agreement and otherwise so as to minimize render to Parent, in the effect good faith judgment of such statute or regulation on Parent, inadvisable the Transactions and this Agreementconsummation of the Merger.
Appears in 3 contracts
Samples: Ii– Agreement and Plan of Merger (Anchor Gaming), Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (International Game Technology)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, unless, to the extent permitted by Section 6.02(b), the Board of Directors of the Company approves or recommends a Superior Proposal, each of the parties agrees to use commercially its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any of Directors shall (i) take all reasonable actions available to them to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or Offer, the Merger, this Agreement, use commercially or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, or any other transaction contemplated by this Agreement, take all reasonable efforts actions available to them to ensure that the Transactions Offer, the Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and Offer, the Merger, this Agreement., and the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action permitted by Section 6.02(b). Nothing in this Agreement shall be deemed to require Parent to agree to dispose of any significant assets or businesses of the Company, Parent or any of their respective subsidiaries. 46 41
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Femrx Inc), Confidentiality Agreement (Johnson & Johnson)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to Parties shall use its 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions to be 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 Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent necessary to consummate the Transactions to be performed or consummated by such Party in accordance with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any shall (x) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use commercially take all reasonable efforts action necessary to ensure that the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger and this Agreementthe other Transactions. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult with the other Party on, all of the information relating to itself and its subsidiaries that appear in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or Offer, the Merger, this Agreement, use commercially reasonable efforts the Stockholder Agreement or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all action reasonably necessary to ensure that the Transactions Offer, the Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to dispose of or hold separate any asset or collection of assets.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ewok Acquisition Corp), Agreement and Plan of Merger (Endogen Inc), Agreement and Plan of Merger (Endogen Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all such actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things as are necessary, proper or advisable to consummate and make effective, in the most expeditious manner as expeditiously as reasonably practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all such reasonable acts as are necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all such reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc), Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (Network Associates Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any material business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Transactions contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, use commercially reasonable efforts any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable impose any limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Transactions and this AgreementSurviving Corporation).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Network Solutions Inc /De/), Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to Parties shall use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated herebyby this Agreement or the Ancillary Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and the Ancillary Agreements. In connection with and without limiting the foregoing, the Company Company, Newco and its Board shalltheir respective Boards of Directors shall (i) take all action requested by Sprint or Sprint L.P. reasonably necessary so that no state takeover statute of the States of California or Delaware or similar statute or regulation in such states is or becomes applicable to this Agreement, the Ancillary Agreements or any transaction contemplated by this Agreement or the Ancillary Agreements and (ii) if any state takeover statute of the States of California or Delaware or similar statute or regulation is or in such states becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts any Ancillary Agreement or any transaction contemplated by this Agreement or any Ancillary Agreement, take all action reasonably requested by Sprint or Sprint L.P. and within the Company's or Newco's power to ensure that permit the Transactions may transactions contemplated by this Agreement and the Ancillary Agreements to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and the Ancillary Agreements and otherwise take such actions as are reasonably requested by Sprint or Sprint L.P. and within the Company's or Newco's power to minimize the effect of such statute or regulation on the Transactions transactions contemplated by this Agreement and this Agreementthe Ancillary Agreements. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action permitted by Section 4.07.
Appears in 3 contracts
Samples: Investment Agreement (Sprint Corp), Investment Agreement (Azeez Sidney), Investment Agreement (Earthlink Network Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon A. Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7. to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Bodies and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesBodies, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Body; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Practice Works Inc), Exhibit 1 (Medical Dynamics Inc), Agreement and Plan of Merger and Reorganization (Medical Dynamics Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Purchaser Parties, the Company and the Operating Partnership agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, such actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the TransactionsREIT Merger, the OP Merger and the other transactions contemplated by the Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all the necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all the necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all the reasonable steps as may be necessary to avoid any suitobtain all necessary approvals, claim, action, investigation waivers or proceeding by exemptions from any Governmental Entity; (ii) the obtaining of the necessary consents, approvals, waivers or exemptions from non-governmental third parties; and (iii) the obtaining execution and delivery of all consents, approvals any additional documents or waivers from third parties required as a result of instruments necessary to consummate the transactions contemplated in by, and to fully carry out the purposes of, this AgreementAgreement and the Transaction Documents. In addition, (iv) each of the defending of Purchaser Parties and the Company agree to use its commercially reasonable efforts to defend any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Transaction Documents or the consummation of the transactions contemplated herebyby either thereof, including seeking to have any stay or stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed; provided, and (v) that each of the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoingPurchaser Parties, the Company and the Operating Partnership shall pay its Board shallown legal expenses with respect thereto. If, if at any state takeover statute time after the Closing, any further action is necessary or similar statute or regulation is or becomes applicable desirable to carry out the Transactions or purpose of this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in proper officers, trustees, directors or partners, of the most expeditious manner promptly Purchaser Parties, the Company and the Operating Partnership, as practicable on applicable, shall take such necessary action. From the terms contemplated by date of this Agreement and otherwise through the Effective Time, the Company shall timely file, or cause to minimize be filed, with the effect of such statute or regulation on the Transactions and this AgreementSEC all Company SEC Documents required to be so filed by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Group Realty Trust), Agreement and Plan of Merger (Prime Group Realty Trust)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the other covenants and conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and declarations, filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and this Agreementthe transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fairchild Corp), Agreement and Plan of Reorganization (Kaynar Technologies Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or the Company and or any of its Board shall, if subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Transactions and this AgreementSurviving Corporation).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Primus Knowledge Solutions Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement and (v) reasonably cooperating with all potential sources of financing to the Investor in connection with the transactions contemplated by this Agreement, and the taking of all reasonable steps as may be necessary or advisable to consummate one or more financing transactions with such potential sources of financing, including participating in "road shows" with respect to the issuance of securities in one or more private placements or transactions registered under the Securities Act. In connection with and without limiting the foregoing, the Company and its Board shall, if any of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions this Agreement or any of other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any transaction contemplated by this Agreement, use commercially reasonable efforts take all action reasonably necessary to ensure that the Transactions transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the Transactions and transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require the Investor to dispose of or hold separate any asset or collection of assets.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Boss Investment LLC), Securities Purchase Agreement (Building One Services Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement., in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied, PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied, PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. 5.7
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon 6.8.1 Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use its 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 hereof to be satisfied, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ve) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company each Party, and its respective Board of Directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Transactions or transactions contemplated by this Agreement, use their commercially reasonable efforts to ensure that enable the Transactions may transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Phototron Holdings, Inc.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms --------------------------------- and subject to the conditions set forth in this Agreement Agreement, each of IHS and the parties agrees to Founders shall use commercially all 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 one another in doing, all things necessary, proper or advisable to consummate and make effectiveconsummate, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suitan action or nonaction by, claimor to obtain a waiver, actionconsent or approval from, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all consentsnecessary waivers, consents and approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations actions or proceedings, whether judicial or administrative, challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and transactions contemplated by this Agreement or the Ancillary Agreement or to fully carry out the purposes of, of this AgreementAgreement and the Ancillary Agreements. In connection with with, and without limiting limiting, the foregoing, the Company Founders shall cause ICI and its the Board shall, if any of Directors of ICI to (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions transactions contemplated by this Agreement or the Ancillary Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any transaction contemplated by this AgreementAgreement or the Ancillary Agreements, use commercially reasonable efforts take all action necessary to ensure that the Transactions such transactions may be consummated in the most expeditious manner as promptly as practicable on upon the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this AgreementAncillary Agreements.
Appears in 2 contracts
Samples: Formation Agreement (International Computex Inc), Formation Agreement (Galvin Michael Jeffrey)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all 73 things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Transactions or this Agreementcontrary, use commercially reasonable efforts to ensure that the Transactions may neither Parent nor any of its affiliates shall be consummated in the most expeditious manner promptly as practicable on the terms contemplated required by this Agreement and otherwise to minimize make proposals, execute or carry out agreements or submit to orders providing for the effect sale or other disposition or holding separate (through the establishment of such statute a trust or regulation otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the Transactions and this Agreementability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
Appears in 2 contracts
Samples: Registration Rights Agreement (Micron Electronics Inc), Registration Rights Agreement (Interland Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon 2.4.1 Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use its 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 hereof to be satisfied, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ve) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company each Party, and its respective Board of Directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Transactions or transactions contemplated by this Agreement, use their commercially reasonable efforts to ensure that enable the Transactions may transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Artemis Acquisition Corp.), Agreement and Plan of Merger (Artemis Acquisition Corp.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms --------------------------------- and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations Consents from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all consents, approvals or waivers necessary Consents from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, transactions contemplated by this Agreement and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or any transaction contemplated by this Agreement, use commercially reasonable efforts take all action necessary to ensure that the Transactions Offer, the Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding the foregoing, (x) the Company shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b) and (y) nothing in this Agreement and otherwise shall be deemed to minimize require any party to take any action that would result in any of the effect consequences referred to in paragraph (a) of such statute or regulation on the Transactions and this Agreement.Exhibit A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tj International Inc), Agreement and Plan of Merger (Weyerhaeuser Co)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, including Sections 5.2(c) and 5.4, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to ensure that enable the Transactions may Merger and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Parent or Company or any Subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mail Com Inc), Agreement and Plan of Merger (Mail Com Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required (other than consents, approval or waivers, the failure to obtain which would not have a material adverse effect on the Company or Parent, as a result of the transactions contemplated in this Agreementcase may be), (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Section 5.5 or elsewhere in this Agreement, the Company shall not be required to take any action or do any thing if the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that the taking of such action or the doing of such thing would create a substantial risk of liability for breach of its fiduciary duties to the Company's stockholders under applicable law. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger or this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mandaric Milan), Agreement and Plan of Merger (Sanmina Corp/De)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opentv Corp), Agreement and Plan of Merger and Reorganization (Mih LTD)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Company, Parent and Sub agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations approvals or waivers from Governmental Entities and the making of all necessary registrations, declarations other third parties and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiiv) the obtaining execution and delivery of all consents, approvals or waivers from third parties required as a result of any additional instruments necessary to consummate the transactions contemplated in by, and to fully carry out the purposes of, this Agreement, (ivv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or thereby, including the using of all commercially reasonable efforts necessary to lift, rescind or mitigate the effect of any injunction or restraining order or other order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vvi) the execution or delivery using of all commercially reasonable efforts to fulfill all conditions to the obligations of Parent (including obtaining any additional instruments not inconsistent with the terms of this Agreement reasonably financing necessary to consummate the TransactionsMerger), and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Sub or the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable pursuant to the Transactions or this Agreement, use and (vii) the using of all commercially reasonable efforts to ensure prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be; provided, however, that Parent shall not be obligated to take any action pursuant to the Transactions may foregoing if the taking of such action or the obtaining of any waiver, license, consent, approval or exemption is reasonably likely to be consummated materially burdensome to Parent and its subsidiaries taken as a whole or to impact in a materially adverse manner the most expeditious manner promptly as practicable on economic or business benefits of the terms transactions contemplated by this Agreement and otherwise so as to minimize render inadvisable the effect consummation of such statute or regulation on the Transactions and this AgreementMerger.
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (Sodak Gaming Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent shall not enter into any acquisition which would be reasonably likely to have the effect of delaying the filing or effectiveness of the Registration Statement or the filing or mailing of the Prospectus/Proxy Statement, the holding of either the Company Stockholders' Meeting or Parent Stockholders' Meeting, or causing the regulatory approvals, consents or expirations in connection with the Antitrust Filings or Other Filings to be materially delayed or not obtained. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (At Home Corp), Agreement and Plan of Reorganization (Excite Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Purchaser, Purchaser Acquisition Entity, Purchaser Acquisition LP, AMLI and AMLI LP agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the TransactionsMergers and the other transactions contemplated by the Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary necessary, proper or advisable actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and other third parties and the making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations and filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, ; (iiiii) the obtaining of all necessary, proper or advisable consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, parties; and (viii) the execution or and delivery of any additional documents or instruments not inconsistent with the terms of this Agreement reasonably necessary necessary, proper or advisable to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes ofof the Transaction Documents. If, this Agreement. In connection with and without limiting at any time after the foregoingMerger Effective Time, any further action is necessary or desirable to carry out the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or purpose of this Agreement, use commercially the proper officers, directors or partners, of Purchaser, Purchaser Acquisition Entity, Purchaser Acquisition LP, AMLI and AMLI LP shall take all such necessary action. From the date of this Agreement through the Merger Effective Time, AMLI shall timely file, or cause to be filed, with the SEC all AMLI SEC Documents required to be so filed. AMLI shall consult with Purchaser and provide Purchaser a reasonable efforts opportunity to ensure that the Transactions may be consummated review and comment on all filings made by AMLI with any Governmental Entity in the most expeditious manner promptly as practicable on the terms contemplated by connection with this Agreement and otherwise the transactions contemplated hereby, prior to minimize the effect making of such statute or regulation on the Transactions and this Agreementfilings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Amli Residential Properties Trust)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject Subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially its reasonable best 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders Consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suitan Action by, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all consents, approvals necessary Consents or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Transactions and to fully carry out the purposes of, of this Agreement, (iv) preventing the entry of any Order of the type set forth in Section 7.01(b) and appealing as promptly as possible any such Order that may be entered, and (v) having discussions with any Person who has made a demand for appraisal of the type that would give rise to a right of termination of this Agreement by Parent under Section 8.01(h) regarding such demand in an effort to have such Person withdraw such demand; provided that this Section 6.03(a) shall not be construed to require any party hereto to make or commit to make any payments (other than de minimus payments) or incur or commit to incur any additional obligations (other than de minimus obligations) to obtain any Consent or waiver from any Person. In connection with furtherance and without limiting not in limitation of the foregoing, the Company and its Board shallparties shall promptly after the date hereof (x) make or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Transactions (including the Merger), including under the HSR Act, if applicable, and any state takeover statute or similar statute or regulation is or becomes other applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement antitrust Laws and otherwise to minimize the effect (y) comply with any request of such statute Government Entity and under the HSR Act, if applicable, for additional information, documents or regulation on the Transactions and this Agreementother materials received by such party from any Government Entity in respect of such filings or such transaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon 6.8.1 Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use its 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company each Party, and its Board respective board of directors and each Party and its managers, members, directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transaction, this Agreement or any of the transactions contemplated by this Agreement, use their commercially reasonable efforts to ensure that enable the Transactions may Transaction and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fluoropharma Medical, Inc.), Agreement and Plan of Merger (Fluoropharma Medical, Inc.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use all 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 Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) ensuring that all conditions to the taking of all reasonable acts necessary to cause the conditions precedent Closing set forth in Article VI this Agreement are satisfied as soon as reasonably practical, including executing and delivering all documents required to be satisfieddelivered by such Party at any the Closing and taking any and all actions which may be necessary on its part to cause each other Party to the Documents to so execute and deliver each Document, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (v) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Gaiam and the Company and its Gaiam Board shall, if any shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions this Agreement or any of other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any transaction contemplated by this Agreement, use commercially reasonable efforts take all action not prohibited by such statute or regulation to ensure that the Transactions transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the Transactions and this Agreement.transactions contemplated by this
Appears in 2 contracts
Samples: Transaction Agreement (Revolution Living LLC), Transaction Agreement (Gaiam Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, effective in the most an expeditious manner practicablemanner, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Transactions contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, use commercially reasonable efforts any of its affiliates or Company or the holding separate of the shares of Company Common Stock or imposing or seeking to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable impose any limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute or regulation on the Transactions and this AgreementCompany Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imall Inc), Agreement and Plan of Merger (At Home Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsArrangement and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Arrangement, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Arrangement and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Arrangement, this Agreement and this Agreementthe transactions contemplated hereby.
Appears in 2 contracts
Samples: Acquisition Agreement (Peregrine Systems Inc), Voting Agreement (Peregrine Systems Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or the Company and or any of its Board shall, if subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Common Stock (or regulation on shares of stock of the Transactions and this AgreementSurviving Corporation).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to use its reasonable efforts to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result parties, including but not limited to those set forth in Section 4.1(d) of the transactions contemplated in this AgreementViasoft Disclosure Letter, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company Viasoft and its Board shall, if any of Directors will (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, use commercially reasonable efforts or any other transaction contemplated by this Agreement, take all action necessary to ensure that the Transactions Offer, the Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Offer, the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compuware Corporation), Agreement and Plan of Merger (Viasoft Inc /De/)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties Company agrees to use commercially its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to fulfill all conditions to the obligations of the other parties hereto set forth in Article VI and to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by the Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of using reasonable best efforts to take all reasonable acts necessary to cause the such conditions precedent set forth in Article VI to be satisfied and not to take acts that would reasonably be expected to result in such conditions not being so satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations filings and filings (including registrations, declarations notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid obtain any suitrequired approval, claim, action, investigation waiver or proceeding by exemption from any Governmental EntityEntity (including under the HSR Act and any other applicable Antitrust Law, and specifically requesting early termination of the waiting period prescribed by the HSR Act), (iii) the obtaining of all required consents, approvals qualifications, approvals, waivers or waivers exemptions from third parties required as a result the non-governmental Third Parties set forth on Section 5.3(a) of the transactions contemplated Company Disclosure Letter, in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably each case that are necessary to consummate the TransactionsMerger and (iv) converting any short-term investments (as classified in the consolidated financial statements of the Company and its Subsidiaries) into cash as of the Closing at the reasonable discretion of Parent and executing and delivering any additional documents or instruments, in each case to the extent necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this AgreementTransaction Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I (if they remain applicable) and Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if If any state takeover statute or similar statute or regulation is or becomes may become applicable to the Transactions Offer, the Merger or the other transactions contemplated by this Agreement, each of Parent and Company and their respective Boards of Directors shall grant such approvals and use commercially reasonable efforts to take such lawful actions as are necessary to ensure that the Transactions such transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effect effects of such statute and any regulations promulgated thereunder on such transactions. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or regulation carry out agreements or submit to orders providing for the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the Transactions and this Agreementability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, and subject in the case of the Company to the actions permissible pursuant to Section 5.4 (which Section shall not shall not limited or otherwise affect the Company’s obligations under clauses (i) through (v) of this Section), each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article ARTICLE VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (it being understood that the failure to any of the foregoing shall not constitute a breach of this Section 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing) and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties under any of its or its subsidiaries’ respective Contracts required as a result to be obtained in connection with the consummation of the transactions contemplated in Transactions that Parent reasonably requests, including those set forth on Section 5.7 of the Company Schedule (it being understood that the failure to any of the foregoing shall not constitute a breach of this AgreementSection 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially all reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all commercially reasonable efforts (including, without limitation, payment by the Company of all reasonable fees and expenses (including fees and expenses of the Investors and their counsel and any fees and expenses in connection with any filing required to be made by the Investors or their Affiliates pursuant to the HSR Act)) 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 in doing, all things necessary, proper or advisable to consummate and make effective, effective the Transactions in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrationsregistrations and filings, declarations including, without limitation, all filings under the Securities Act, Exchange Act and filings (including registrationsthe HSR Act, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of Third Parties (including, without limitation, necessary waivers and consents under the transactions contemplated in this Credit Agreement), (iviii) the defending of any suits, claims, actions, investigations lawsuits or proceedingsother Proceedings, whether judicial or administrative, challenging this Agreement or any of the other Transaction Documents or the consummation of any of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with Agreement and the other Transaction Documents (including, without limiting the foregoinglimitation, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable obtaining an amendment to the Transactions or this Credit Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Encompass Services Corp), Securities Purchase Agreement (Encompass Services Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.5, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably (including any required supplemental indentures) necessary to consummate the Transactions, and to fully carry out the purposes of, transactions contemplated by this Agreement. Notwithstanding the foregoing, neither party shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the transactions contemplated thereby. In connection with and without limiting the foregoing, each of the Company and TMW and its respective Board shall, if any of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger and (ii) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Merger, use commercially reasonable efforts take all action reasonably necessary to ensure that the Transactions Merger may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this AgreementMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mens Wearhouse Inc), Agreement and Plan of Merger (K&g Mens Center Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, including using commercially reasonable efforts to accomplish the followingMerger and the other obligations of such party hereunder, including: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, ; (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebythis Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, this Agreement and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any : (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions this Agreement; and (y) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use commercially reasonable efforts take all action necessary to ensure that the Transactions Offer and the Merger may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Offer and the Merger. Nothing in this AgreementAgreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (D&b Acquisition Sub Inc), Agreement and Plan of Merger (Dave & Busters Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use all 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 Parties in doing, all things necessary, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective, in the most expeditious manner practicable, practicable and the Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable lawful steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from from, and giving all necessary notices to, third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (v) the execution or delivery of executing and delivering any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (American International Holdings Corp.), Equity Interest Purchase Agreement (Zenergy Brands, Inc.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Beacon and its board of directors and the Company and its Board board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transactions, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to ensure that enable the Transactions may and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Beacon or the effect Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Henderson J Sherman Iii), Securities Exchange Agreement (Suncrest Global Energy Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, actionsuit, action arbitration, dispute, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, arbitrations, disputes, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its subsidiaries or Affiliates shall be under any obligation to consent or otherwise agree to, or to make proposals to sell or otherwise dispose or hold separate (through the establishment of a trust or otherwise) any assets or categories of assets of Parent, any of its Affiliates or the Company, or hold separate the Company and its Board shallCommon Stock (or shares of stock of the Surviving Corporation), if or any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute limitation or regulation on the Transactions and this Agreementability of Parent or any of its subsidiaries or Affiliates to freely conduct their business or own assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or the Company and or any of its Board shall, if subsidiaries or the holding separate of the shares of Company Capital Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable limitation on the terms contemplated by this Agreement and otherwise ability of Parent or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Company Capital Stock (or regulation on shares of stock of the Transactions and this AgreementSurviving Corporation).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement (including the provisions of Section 5.4), each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduc their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peregrine Systems Inc), Agreement and Plan of Merger (Peregrine Systems Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to hereto shall use its commercially reasonable best 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsSale and the other transactions contemplated by this Agreement, including including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Entities, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) ), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of of, or in connection with, the transactions contemplated in by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments not inconsistent with the terms of this Agreement reasonably and other documents necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Buyer and the Company Seller and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Sale, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Transactions Sale and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Sale, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require any Buyer or the Seller or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Resonate Blends, Inc.), Stock Purchase Agreement (Resonate Blends, Inc.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement and the Related Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Transactions contrary, neither Neoforma nor any of its affiliates shall be under any obligation to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Neoforma, use commercially reasonable efforts any of its affiliates or Healthvision or the holding separate of the shares of Healthvision Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable impose any material limitation on the terms contemplated by this Agreement and otherwise ability of Neoforma or any of its subsidiaries or affiliates to minimize conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the effect shares of such statute Healthvision Common Stock (or regulation on shares of stock of the Transactions and this AgreementSurviving Corporation).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Buyer and its board of directors and Company and its Board board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transaction, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to ensure that enable the Transactions may Transaction and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Buyer or Company or any Subsidiary of company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Sunningdale, Inc.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger and this Agreement or this Agreementany of the transactions contemplated hereby and thereby, use commercially reasonable efforts to ensure that the Transactions Merger and this Agreement, and the other transactions contemplated hereby and thereby may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and Merger, this Agreement, and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Acquiror or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any, material business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sage Inc/Ca), Agreement and Plan of Merger and Reorganization (Genesis Microchip Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement (including the provisions of Section 5.4), each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Agreement and Plan (Harbinger Corp), Agreement and Plan (Harbinger Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially its 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 in doing, all things actions that are necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, Merger and the Transactionsother transactions contemplated by this Agreement and the Stockholders Agreement, including using commercially its reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with Governmental Entities, if any), (iii) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Entity and (iiiiv) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreementparties. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, the Stockholders Agreement, the Merger or any of the other transactions contemplated hereby or thereby, use commercially their reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated hereby or thereby may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Crossworlds Software Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Efficient Networks Inc), Agreement and Plan of Merger (MCK Communications Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Transactions and to fully carry out the purposes of, this Agreementof the Transaction Agreements. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, use commercially reasonable efforts take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by the Transaction Agreements. In furtherance and not in limitation of the foregoing, if an HSR Filing is required by Law, each of Parent and the Company shall, as promptly as practicable after the date hereof (but in any event not later than the time the Offer shall have been commenced) file with the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”), and at the same time as making such HSR Filing shall request that the DOJ and the FTC grant “early termination” of the waiting period related to such HSR Filing and this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this AgreementTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Hi/Fn Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by applicable law and otherwise provided in this Section 5.3, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedparties, and (viii) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably (including any required supplemental indentures) necessary to consummate the Transactions, and to fully carry out the purposes of, transactions contemplated by this Agreement. In connection with and without limiting the foregoing, each of the Company and its Board shall, if any Parent shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or Merger, the Offer, this Agreement and the other transactions contemplated by this Agreement, use commercially reasonable efforts (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, the Offer, this Agreement and the other transactions contemplated by this Agreement, take all action necessary to ensure that the Transactions Merger, the Offer and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, the Offer, this Agreement and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Daniel Industries Inc), Agreement and Plan (Emersub Lxxiv Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or Merger, this Agreement, the Company Voting Agreements, the Option Agreement or any of the transactions contemplated hereby and thereby, use commercially reasonable efforts to ensure that the Transactions Merger, this Agreement, the Company Voting Agreements, the Option Agreement and the other transactions contemplated hereby and thereby may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and Merger, this Agreement, the Company Voting Agreements, the Option Agreement and the transactions contemplated hereby and thereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/), Agreement and Plan of Reorganization (Netopia Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Company, Parent and Merger Sub agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from Governmental Entities and other third parties required as a result parties, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated in by, and to fully carry out the purposes of, this Agreement, Agreement and the Asset Purchase Agreement and (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including seeking the using of all commercially reasonable efforts necessary to have lift, rescind or mitigate the effect of any stay injunction or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) order adversely affecting the execution or delivery ability of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary party hereto to consummate the Transactions, and to fully carry out the transactions contemplated hereby. For purposes of, of this Agreement. In , “commercially reasonable efforts” shall not require Parent or Merger Sub to take any actions in connection with any competition laws under clauses (ii) or (iv) of this Section 5.3(a) except in its sole discretion and without limiting the foregoingnothing in this Agreement shall require Parent or Merger Sub to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, Merger Sub, the Company and its Board shall, if or any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreementtheir respective subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (Venture Catalyst Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other Transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from any Governmental Entities Entity and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions Transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the TransactionsTransactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in connection with any filing or submission or other action required to be made or taken by any Party to effect the Merger and all other Transactions contemplated hereby, the Company shall not without the prior written consent of Parent commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of its affiliates or any material portion of the assets of the Company. In connection with and without limiting the foregoing, the Company and its Board shall, if any of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other Transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger or this Agreement or any other transaction contemplated by this Agreement, use commercially reasonable efforts take all action necessary to ensure that the Offer, the Merger and the other Transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the other Transactions and contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (First Alert Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Intellinetics and its board of directors and the Company and its Board board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transactions, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to ensure that enable the Transactions may and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Intellinetics or the effect Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 1 contract
Samples: Securities Exchange Agreement (Globalwise Investments Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI V to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything herein to the Transactions contrary, nothing in this Agreement shall be deemed to require Buyer or this AgreementSeller or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, use commercially reasonable efforts to ensure that assets or property, or the Transactions may be consummated in the most expeditious manner promptly as practicable imposition of any material limitation on the terms contemplated by this Agreement and otherwise ability of any of them to minimize the effect conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to shall use commercially its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all consents, approvals necessary Consents or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any one or more of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any state takeover statute or similar statute or regulation shall (i) take all action necessary to ensure that no Takeover Statute is or becomes applicable to the Transactions any Transaction or this Agreement and (ii) if any Takeover Statute becomes applicable to any Transaction or this Agreement, use commercially reasonable efforts take all action necessary to ensure that the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement without any adverse effect. In addition, if Parent so requests, Parent and otherwise the Company shall cooperate to minimize file a notification pursuant to Section 721(a) of the effect Exon-Xxxxxx Amendment to the Defense Production Act of 1950 (the "Exon-Xxxxxx Amendment"); provided, however, that Parent shall have made such statute or regulation on request within 60 days after the Transactions and this Agreementdate hereof.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the each of Parent and Company and its Board their respective boards of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent, Company or any subsidiary or affiliate of Parent or Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, if such divestiture or limitation would have a Material Adverse Effect on Parent or Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Insight Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to hereto shall use its commercially reasonable best 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Entities, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) ), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of of, or in connection with, the transactions contemplated in by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments not inconsistent with the terms of this Agreement reasonably and other documents necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company each of Twin Vee Co. and Twin Vee Inc. and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Twin Vee Co. or Twin Vee Inc. or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Twin Vee PowerCats, Co.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d5.4(c) and subject to the limitations set forth in Section 5.9hereof, upon the terms and subject to the conditions set forth in this Agreement each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use all commercially reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or any subsidiary or affiliate of Parent to agree to any divestiture by itself or the Company or any of their respective affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon 6.9.1 Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Parties agrees to use its 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 to be satisfied, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ve) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company each Party, and its Board respective board of directors, officers and shareholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Transactions or transactions contemplated by this Agreement, use their commercially reasonable efforts to ensure that enable the Transactions may transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Catalyst Lighting Group Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon the terms and subject to the conditions set forth in this Agreement each Each of the parties Company and Parent agrees (and shall cause their respective subsidiaries) to 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 in doing, all things necessary, proper or advisable to consummate and make effectivethe transactions contemplated by this Agreement, in the most expeditious manner practicableincluding, the Transactions, including using commercially reasonable efforts to accomplish the followingwithout limitation: (i) the taking securing of all reasonable acts necessary to cause Governmental Approvals (as defined in Section 5.12 hereof) in accordance with the conditions precedent set forth in Article VI to be satisfiedprovisions of Section 5.12 hereof, (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result other than Governmental Entities, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated in by, and to fully effectuate the purposes of, this Agreement, Agreement and (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking the exerting of all reasonable efforts necessary to have lift, rescind or mitigate the effect of any stay injunction or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) order adversely affecting the execution or delivery ability of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary party hereto to consummate the Transactionstransactions contemplated hereby. Parent hereby agrees to use its commercially reasonable best efforts to complete the financing contemplated by, and to fully carry out on substantially the purposes ofterms set forth in, this Agreementthe Financing Commitment. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation event that such financing is or becomes applicable to the Transactions or this Agreementunavailable, use commercially Parent shall exert reasonable efforts to ensure that obtain alternative financing on substantially the Transactions may be consummated same terms set forth in the most expeditious manner promptly as practicable Financing Commitment or on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreementother commercially reasonable terms.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to hereto shall use its commercially reasonable best 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsSale and the other transactions contemplated by this Agreement, including including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Entities, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) ), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of of, or in connection with, the transactions contemplated in by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments not inconsistent with the terms of this Agreement reasonably and other documents necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company each of Buyer and Seller and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Sale, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Transactions Sale and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Sale, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Buyer or Seller or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Stock Purchase Agreement (Qpagos)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transaction, this Agreement or any of the transactions contemplated by this Agreement, the parties hereto shall use commercially reasonable efforts to ensure that enable the Transactions may Transaction and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require either of the effect parties hereto to agree to any divestiture by itself or any of its affiliates of shares of capital stock, Shareholder interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 1 contract
Samples: Share Exchange Agreement (Mountain West Business Solutions, Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.3, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably (including any required supplemental indentures) necessary to consummate the Transactions, and to fully carry out the purposes of, transactions contemplated by this Agreement. Notwithstanding the foregoing, neither party shall be required to agree to any consent, approval or waiver that would require such party to take an action that would impair the value that such party reasonably attributes to the Merger and the transactions contemplated thereby. In connection with and without limiting the foregoing, each of the Company and EarthLink and its respective Board shall, if any of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger and (ii) if any state takeover statute or this Agreementsimilar statute or regulation becomes applicable to the Merger, use commercially reasonable efforts take all action reasonably necessary to ensure that the Transactions Merger may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this AgreementMerger.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of the Company parties and its Board board of directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transaction, this Agreement or any of the transactions contemplated by this Agreement, use their commercially reasonable efforts to ensure that enable the Transactions may Transaction and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require MPLC or New Motion to agree to any divestiture by itself or any of its affiliates of shares of capital stock or ownership interests or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 1 contract
Samples: Exchange Agreement (MPLC, Inc.)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon a)......Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this AgreementAgreement shall be deemed to require Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Andover Net Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, and subject in the case of the Company to the actions permissible pursuant to Section 5.4 (which Section shall not shall not limited or otherwise affect the Company's obligations under clauses (i) through (v) of this Section), each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article ARTICLE VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (it being understood that the failure to any of the foregoing shall not constitute a breach of this Section 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing) and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties under any of its or its subsidiaries' respective Contracts required as a result to be obtained in connection with the consummation of the transactions contemplated in Transactions that Parent reasonably requests, including those set forth on Section 5.7 of the Company Schedule (it being understood that the failure to any of the foregoing shall not constitute a breach of this AgreementSection 5.7(a) provided that the Company exercises all reasonable efforts to accomplish the foregoing), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or this Agreement, use commercially all reasonable efforts to ensure that the Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Extended Systems Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Transactions or this Agreementcontrary, use commercially reasonable efforts to ensure that the Transactions may neither Parent nor any of its affiliates shall be consummated in the most expeditious manner promptly as practicable on the terms contemplated required by this Agreement and otherwise to minimize make proposals, execute or carry out agreements or submit to orders providing for the effect sale or other disposition or holding separate (through the establishment of such statute a trust or regulation otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the Transactions and this Agreementability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Micron Technology Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including complying in all material respects with all applicable laws and with all rules and regulations of any Governmental Entity, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the Minimum Condition and all the conditions precedent set forth in Article VI VII and in Annex I hereto to be satisfiedsatisfied and to consummate and make effective the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.5 shall require any party to waive or exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Merger, this Agreement or this Agreementany of the other Transactions, use commercially all reasonable efforts to ensure that the Merger and the other Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Merger, this Agreement and the other Transactions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or the Company or the holding separate of the shares of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of the Company Common Stock. 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 the Company, Parent and Purchaser shall use all commercially reasonable efforts to take, or cause to be taken, all such necessary actions. Parent shall cause Purchaser to fulfill all of Purchaser's obligations under, and pursuant to, this Agreement.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Transactions contrary, neither Parent nor any of its affiliates shall be under any obligation (i) to make proposals, execute or this Agreementcarry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, use commercially reasonable efforts any of its affiliates or Company or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation), or (ii) imposing or seeking to ensure that the Transactions may be consummated in the most expeditious manner promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute impose or confirm any limitation or regulation on the Transactions and this Agreementability of Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use its 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company Qorus and its Board board of directors and the Affiliated Companies and any Subsidiaries and the Shareholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Transaction, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to ensure that enable the Transactions may Transaction and the other transactions contemplated by this Agreement to be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement and otherwise shall be deemed to minimize require Qorus or any Affiliated Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Transactions assets, properties and this Agreementstock.
Appears in 1 contract
Samples: Exchange Agreement (Qorus Com Inc)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) Upon the terms, and subject to the limitations set forth in Section 5.9conditions, upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties Purchaser Parties and the Innkeepers Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party hereto pursuant to this Agreement and to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the TransactionsMerger and the other transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary necessary, proper or advisable actions or nonactions, waivers, consents, approvals, orders waivers and authorizations Consents from Governmental Entities and other third parties and the making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations and filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claimwaiver, action, investigation Consent or proceeding by exemption from any Governmental Entity, (iiiii) the obtaining of all consentsnecessary, approvals proper or waivers advisable Consents from non-governmental third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional documents or instruments not inconsistent with the terms of this Agreement reasonably necessary necessary, proper or advisable to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting If, at any time after the foregoingMerger Effective Time, any further action is necessary or desirable to carry out the Company and its Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or purpose of this Agreement, use commercially the proper officers, directors or partners of the Purchaser Parties and the Innkeepers Parties shall take all such necessary action. From the date of this Agreement through the Merger Effective Time, Innkeepers REIT shall timely file, or cause to be filed, with the SEC all Innkeepers REIT SEC Documents required to be so filed. Innkeepers REIT shall consult with Purchaser and provide Purchaser a reasonable efforts opportunity to ensure that the Transactions may be consummated review and comment on all filings made by Innkeepers REIT with any Governmental Entity in the most expeditious manner promptly as practicable on the terms contemplated by connection with this Agreement and otherwise the transactions contemplated hereby, prior to minimize the effect making of such statute or regulation on the Transactions and this Agreementfilings.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innkeepers Usa Trust/Fl)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board shall, if of Directors shall (i) take all reasonable actions available to them to ensure that neither the Rights Plan nor any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (ii) if the Rights Plan or any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement or any other transaction contemplated by this Agreement, use commercially take all reasonable efforts actions available to them to ensure that the Transactions Offer, the Merger and the other transactions contemplated by this Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Offer, the Merger, this Agreement and the other transactions contemplated by this Agreement.. Nothing in this Agreement shall be deemed to require Parent to agree to dispose of any significant assets or businesses of Company, Parent or any of their respective subsidiaries. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees 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 in doing, all things necessary, proper or advisable to consummate and make effective all necessary filings required pursuant to the HSR Act no later than five Business Days from the date of this Agreement,
Appears in 1 contract
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to use commercially all 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate consum mate the Transactionstransactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions or Merger, this Agreement, the Stockholder Agreement, the Open Market Purchases or any of the other transactions contemplated by this Agreement or the Stockholder Agreement, use commercially all reasonable efforts to ensure that the Transactions Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and Merger, this Agreement, the Stockholder Agreement, the Open Market Purchases and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent or the Company to dispose of any significant asset or collection of assets.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Business Machines Corp)
Reasonable Efforts; Notification. (a) Other than taking any action permitted by Section 5.4(d) and subject to the limitations set forth in Section 5.9, upon Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties agrees to hereto shall use all commercially reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Recapitalization Transactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyRecapitalization Transactions, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the Transactions, Recapitalization Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its the Company Board shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction, this Agreement or the Transactions Tender Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this AgreementAgreement or the Tender Agreements, use commercially reasonable efforts take all action necessary to ensure that the Offer, the Merger and the other Recapitalization Transactions may be consummated in the most expeditious manner as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions Offer, the Merger and the other Recapitalization Transactions. Nothing in this AgreementAgreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets.
Appears in 1 contract
