All Necessary Action Clause Samples

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All Necessary Action. Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as practicable. No party shall intentionally perform any act which, if performed, or omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party hereto or which would result in any representation or warranty herein contained of such party being untrue in any material respect as if originally made on and as of the Closing Date.
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All Necessary Action. Generally take all action, whether or not expressly authorized, which the Custodian may deem necessary or desirable or which the Depositary may reasonably request for the fulfillment of the Custodian’s duties hereunder or which is necessary to permit the fulfillment of the objectives of this Agreement.
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All Necessary Action. All necessary corporate or partnership action has been duly and validly taken by each of the Company and the OP to authorize the execution, delivery and performance of this Agreement and the issuance of the Securities by the Company.
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All Necessary Action. Borrower shall take all action necessary or reasonably requested by Lender to ensure that each of the Affiliates will comply with all covenants and requirements applicable to such Affiliate under any Material Agreement; provided that no violation of this Section 5.16 shall become an Event of Default during the relevant periods for notice and cure under the terms of the applicable Material Agreement.
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All Necessary Action. From time to time after the Effective Time, as and when requested by ILD, the Shareholder shall execute and deliver all such documents and assurances and to take and do, in the name and on behalf of either Interlink Co. or otherwise, all such other actions as may be reasonably necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets of the Interlink Cos. in ILD or otherwise to carry out this Agreement, including without limitation, removing the name "Interlink" from that of any other entity owned by the Shareholder. The Shareholder shall assist ILD officials in the delivery of access rights to any source codes forming part of the Intellectual Property (as described in Section 3.8 hereof).
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All Necessary Action. The Company hereby represents and warrants that, as of the date hereof, the Company has taken all necessary action required to provide the Purchasers holding Senior Subordinated Notes with all the rights provided to such Purchasers under this Section 9 and all the benefits of the obligations incurred by the Company under this Section 9.
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All Necessary Action. Subject to the terms and conditions hereof, each of Purchaser and Seller agrees to use its best efforts to, and to use its best efforts to cause its officers, directors, employees or agents to, take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions (including without limitation the actions required to consummate the Final Closing under Section 607.1202 of the Florida Business Corporation Act) and to cause the conditions to each party's obligation to consummate the Final Closing to be satisfied as promptly as practicable, including, in the case of Seller, waiving, and causing to be waived, the condition set forth in Section 7.2(a) if all of the other conditions set forth in Sections 7.1, 7.2 and 7.3 have been satisfied (or waived by the parties entitled to the benefits thereof). Without limiting the generality of the foregoing, the parties hereto agree that if the Tender Offer is not consummated by November 15, 1999, Seller shall take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Common Stock or take action by written consent (the "Stockholders Meeting") to consider and vote upon the adoption of this Agreement and the approval of the Transactions to be consummated at the Final Closing as promptly as practicable. In connection therewith, Seller shall prepare and file with the SEC and the New York Stock Exchange no later than November 30, 1999, a proxy or information statement for the solicitation of the vote of the holders of Common Stock at the Stockholders Meeting (together with all amendments and supplements thereto, the "Proxy Statement"), together with any other Proxy Documents, if any; provided, however, that Purchaser shall furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with its preparation of the Proxy Documents; provided, further, that Purchaser shall have the right to review the Proxy Documents prior to 30 39 filing, and Seller shall consult with Purchaser in good faith regarding the content of the Proxy Documents to be filed. The Proxy Documents shall include the recommendation of the Board of Directors of Seller that the holders of Common Stock vote in favor of the approval of this Agreement and the Transactions. Seller shall use all reasonable best efforts to have the Proxy Documents cle...
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All Necessary Action. The officers of the parties will promptly cause to be executed, filed and/or recorded any documents prescribed by the laws of the States of South Carolina and Delaware, and will cause to be performed all necessary acts within said jurisdictions and elsewhere to effectuate the Merger. The officers of CGT and of TSI are hereby authorized, empowered and directed to do any and all acts and things, to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Agreement. EXHIBIT D DIRECTORS 1. Phil▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇. Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇. Soct▇ ▇▇▇▇▇▇ 59 Exhibit 1.3
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Related to All Necessary Action

  • Necessary Action Whenever any Partner exercises any option or right to purchase a Partnership Interest pursuant to this Agreement, the selling Partner shall do all things and execute and deliver all deeds, conveyance and other instruments to consummate such purchase and effect a valid transfer of the Partnership Interest.

  • Necessary Actions Each party agrees to perform any further acts and execute and deliver any and all further documents and/or instruments which may be reasonably necessary to carry out the provisions of this Agreement and the transactions contemplated hereby.

  • Taking of Necessary Action (a) Niagara Bancorp and CNYF shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF nor any CNYF Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp or CNYF from exercising its rights under this Agreement or the Option Agreement. (b) CNYF shall prepare, subject to the review and consent of Niagara Bancorp with respect to matters relating to Niagara Bancorp and the transactions contemplated by this Agreement, a Proxy Statement to be filed by CNYF with the SEC and to be mailed to the shareholders of CNYF in connection with the meeting of its shareholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Proxy Statement.

  • Necessary Acts Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

  • Taking of Necessary Action; Further Action If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.