Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 27 contracts
Sources: Merger Agreement, Merger Agreement (First Harvest Corp.), Merger Agreement (Atrinsic, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 20 contracts
Sources: Merger Agreement (Pure Vanilla Exchange Inc), Merger Agreement (Oxford Ventures Inc), Merger Agreement (Aslahan Enterprises Ltd.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 17 contracts
Sources: Merger Agreement (Quality Systems Inc), Merger Agreement (Cognizant Technology Solutions Corp), Agreement and Plan of Merger (Quality Systems Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 12 contracts
Sources: Merger Agreement (Miramar Labs, Inc.), Merger Agreement (Miramar Labs, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.
Appears in 11 contracts
Sources: Stock Purchase Agreement (Casella Waste Systems Inc), Asset Purchase Agreement (Optelecom-Nkf, Inc.), Asset Purchase Agreement (World Energy Solutions, Inc.)
Closing Efforts. Each of the Parties parties hereto shall use its best efforts, to the extent commercially reasonable efforts (“"Reasonable Best Efforts”), ") to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties parties to consummate the Merger transaction are satisfied.
Appears in 10 contracts
Sources: Stock Exchange Agreement (AMERICATOWNE Inc.), Stock Exchange Agreement (AMERICATOWNE Inc.), Merger, Acquisition and Financing Agreement (PyroTec, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 8 contracts
Sources: Share Purchase Agreement, Asset Purchase Agreement (Artisoft Inc), Membership Interests Purchase Agreement (Nayna Networks, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations Agreement and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfiedAncillary Agreements.
Appears in 7 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Vivus Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 5 contracts
Sources: Merger Agreement (EZRaider Co.), Merger Agreement (Amesite Operating Co), Merger Agreement (Amesite Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger sale and purchase of the Purchased Assets are satisfied.
Appears in 4 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Ds Healthcare Group, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Share Exchange are satisfied.
Appears in 3 contracts
Sources: Share Exchange Agreement (Neonc Technologies Holdings, Inc.), Share Exchange Agreement (Neonc Technologies Holdings, Inc.), Share Exchange Agreement (Neonc Technologies Holdings, Inc.)
Closing Efforts. Each of the Parties shall use its reasonable best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 3 contracts
Sources: Merger Agreement (ViewRay, Inc.), Merger Agreement (Valeritas Holdings Inc.), Merger Agreement (ViewRay, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 3 contracts
Sources: Merger Agreement (Ember Therapeutics, Inc. - Ny), Merger Agreement (Akamai Technologies Inc), Merger Agreement (Unica Corp)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementTransactions, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger Transactions are satisfied.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Ata Holdings Corp), Asset Purchase Agreement, Asset Purchase Agreement
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Share Exchange are satisfied.
Appears in 2 contracts
Sources: Share Exchange Agreement (China Energy Technology Corp., Ltd.), Share Exchange Agreement (Symbid Corp.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through on the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 2 contracts
Sources: Partnership Interest Purchase Agreement, Partnership Interest Purchase Agreement (Contango Oil & Gas Co)
Closing Efforts. Each of the Parties parties hereto shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or and advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties parties to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Inyx Inc), Asset Purchase Agreement (Inyx Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 2 contracts
Sources: Asset Purchase Agreement (REGAL ONE Corp), Asset Purchase Agreement (REGAL ONE Corp)
Closing Efforts. Each of the Parties (other than the Company Stockholder Representative) shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Skyworks Solutions, Inc.), Merger Agreement (Skyworks Solutions, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Medicines Co /De), Merger Agreement (Akamai Technologies Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper proper, or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Fabri Steel Products Inc), Asset Purchase Agreement (Fabri Steel Products Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (iib) the conditions to the obligations of the other Parties Party to consummate the Merger Closing are satisfiedsatisfied on or before the Closing Date.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Linn Energy, LLC)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Mergers are satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Eastern Resources, Inc.), Merger Agreement (GoFish Corp.)
Closing Efforts. Each of the Parties party shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that cause (i) its respective representations and warranties to remain true true, correct and correct complete in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ruths Hospitality Group, Inc.), Asset Purchase Agreement (Ruths Hospitality Group, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Share Exchange are satisfied.
Appears in 2 contracts
Sources: Share Exchange Agreement (Creations Inc), Share Exchange Agreement (SmartKem, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including including, without limitation limitation, using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Engage Inc), Merger Agreement (Network Engines Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfiedsatisfied on or before the date that is forty-five (45) days after the date hereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Contango Oil & Gas Co), Asset Purchase Agreement (Contango Oil & Gas Co)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its or his Reasonable Best Efforts to ensure that (ia) its or his representations and warranties remain true and correct in all material respects through the Closing Date Date, except to the extent expressly contemplated or permitted by this Agreement and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 2 contracts
Sources: Merger Agreement (Akamai Technologies Inc), Merger Agreement (Akamai Technologies Inc)
Closing Efforts. Each Except as otherwise provided in Section 4.9, each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to --------------- the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties such Party to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Medicines Co /De)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger and its related transactions are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transaction are satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Silverstream Software Inc)
Closing Efforts. Each of the Parties parties hereto shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), commercial efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable commercial efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties parties hereto to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (FUND.COM Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the Closing and the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Netegrity Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“"Reasonable Best Commercial Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Commercial Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are transactions contemplated by this Agreement to be satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use his or its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) his or its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated hereby are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to --------------- the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct such that the conditions set forth in all material respects through the Closing Date Article V will be satisfied and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (iib) the conditions to the obligations of the other Parties Party to consummate the Merger Closing are satisfiedsatisfied on or before April 28, 2008.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“'Reasonable Best Efforts”'), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date (except for any representation or warranty which was specifically made as of a particular date) and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Zipcar Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), --------------- Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its or his Reasonable Best Efforts to ensure that (ia) its or his representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 1 contract
Sources: Purchase Agreement (Kadant Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger Natex Acquisition are satisfied.
Appears in 1 contract
Sources: Purchase Agreement (Integrated Health Technologies Inc)
Closing Efforts. Each of the Parties shall will use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are transactions contemplated by this Agreement to be satisfied.
Appears in 1 contract
Sources: Asset Purchase Agreement (World Energy Solutions, Inc.)
Closing Efforts. Each of the Parties parties shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Nayna Networks, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper proper, or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Udate Com Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Sale are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfiedClosing.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated hereby are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Contribution are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Effortsreasonable efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are transactions contemplated hereby to be satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 1 contract
Closing Efforts. Each Except as expressly contemplated by Section 6.6, each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfied.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Arc Wireless Solutions Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) cause the conditions to the obligations of the other Parties to consummate the Merger are to be satisfied.
Appears in 1 contract
Sources: Merger Agreement (Red Hat Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger Closing are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to --------------- the extent commercially reasonable (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Cmgi Inc)
Closing Efforts. Each of the Parties parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties parties to consummate the Merger Share Exchange are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party or Parties, as applicable, to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Fonix Corp)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger sale and purchase of the Subject Shares are satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ds Healthcare Group, Inc.)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including including, without limitation limitation, using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties parties shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that cause (ia) its representations and warranties to remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use his, her or its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through through, on and as of the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Mergers are satisfied.
Appears in 1 contract
Sources: Agreement and Plan of Merger (MeiraGTx Holdings PLC)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable efforts (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including including, without limitation limitation, using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties to consummate the Merger Transactions are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties Party to consummate the Merger Paxis Acquisition are satisfied.
Appears in 1 contract
Sources: Purchase Agreement (Integrated Health Technologies Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreementthe Transaction Documents, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by the Transaction Documents are satisfied.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Fti Consulting Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of each Party, to the other Parties extent in the control of a Party, to consummate the Merger Acquisition are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Brooktrout Inc)
Closing Efforts. Each of the Parties party shall use its reasonable best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts reasonable best efforts to ensure that cause (i) its respective representations and warranties to remain true true, correct and correct complete in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties each party to consummate the Merger are transactions contemplated by this Agreement to be satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”)efforts to perform its obligations under, to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by by, this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that cause (i) its representations and warranties to remain true and correct in all material respects through the Closing Date and (ii) the conditions set forth in Section 5.1 and the conditions to the obligations of the other Parties to consummate the Merger are to be satisfied.
Appears in 1 contract
Sources: Merger Agreement (Exfo Electro Optical Engineering Inc)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Merger, the Transfer and the Private Placement are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Reorganization), including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”)Efforts to cooperate with the other Parties, to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its each of their respective representations and warranties remain true and correct in all material respects through the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger transactions contemplated by this Agreement are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”)efforts, to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that that
(ia) its representations and warranties remain are true and correct in all material respects through at the Closing Date and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Sources: Merger Agreement (Emeritus Corp\wa\)
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable efforts (“"Reasonable Best Efforts”"), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each Subject to the terms of this Agreement, each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its reasonable best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger Exchange are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (ia) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (iib) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.
Appears in 1 contract
Closing Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement as soon as practicable including, including without limitation limitation, using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date Date, and (ii) the conditions to the obligations of the other Parties to consummate the Merger Acquisition are satisfied.
Appears in 1 contract
Sources: Acquisition Agreement (Symbid Corp.)