Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation). (b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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) and the taking of all reasonable steps that 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, (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 Merger and other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed hereby and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Merger and other transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)hereby.
(b) Each of the Company and Parent will give prompt notice party shall, subject to the other of applicable Law, (i) promptly notify the other party of any notice or other written communication to that party from any person alleging that the consent of such person is or may be required in connection Governmental Entity with respect to this Agreement and the Merger or any of and permit the other transactions contemplated by this Agreementparty to review in advance any proposed written communication to the foregoing, (ii) consult with the other parties in advance with respect to, and give the other party the opportunity to attend and participate at, any notice substantive meeting or other communication from discussion with any Governmental Entity in connection with respect of any filings, investigation or inquiry concerning this Agreement or the Merger or any of the other transactions contemplated by this Agreement, and (iii) any litigation relating tofurnish the other party with copies of all correspondence, involving or otherwise affecting the Companyfilings, Parent or and written communications between them and their respective subsidiaries that relates to representatives on the Merger or one hand and any of Governmental Entity on the other transactions contemplated by this Agreement. The Company shall give prompt written notice hand, with respect to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of and the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementMerger.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Opticare Health Systems Inc), Merger Agreement (Refac)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its 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 Merger and the other transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: including, without limitation, (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger or other Transactions and to fully carry out the purposes of, this Agreement. Notwithstanding anything in of this Agreement and the Transaction Agreements. In connection with and without limiting the foregoing, Parent and the Company shall (A) take all action necessary to the contrary, neither Parent nor ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any of its affiliates shall be under any obligation to make proposals, execute Transaction 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 this Agreement or any of its affiliates other Transaction Agreement and (B) if any state takeover statute or the Company similar statute or regulation becomes applicable to any Transaction or this Agreement or any of its subsidiaries or other Transaction Agreement, take all action necessary to ensure that the holding separate of Merger and the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation other Transactions may be consummated as promptly as practicable 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 terms contemplated by this Agreement and the shares of Company Common Stock (or shares of stock of the Surviving Corporation)Transaction Agreements.
(b) Each of the The Company and Parent will shall give prompt notice to the other other, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this any Transaction Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this any Transaction Agreement; , provided, however, that no such notification pursuant to this Section 6.04(b) shall affect not limit or otherwise effect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no party receiving such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementnotice.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Sand Hill It Security Acquisition Corp), Merger Agreement (Sand Hill It Security Acquisition Corp)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including the provisions of Section 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 Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 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 that 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, (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) executing and delivering the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement to the contrary, 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 or any of 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 transactions contemplated by this Agreement, use commercially reasonable efforts 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging ensure that the consent of such person is or may be required in connection with the Merger or any of and the other transactions contemplated by this AgreementAgreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, (ii) 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 notice subsidiary or other communication from affiliate thereof to agree to any Governmental Entity in connection with the Merger divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the other transactions contemplated by this Agreement, (iii) imposition of any litigation relating to, involving or otherwise affecting material limitation on the Company, Parent or their respective subsidiaries that relates to the Merger or ability of any of the other transactions contemplated by this Agreement. The them to conduc their business or to own or exercise control of such assets, properties and stock.
(b) Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; providedPROVIDED, howeverHOWEVER, 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 written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, 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; providedPROVIDED, howeverHOWEVER, 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Peregrine Systems Inc), Merger Agreement (Peregrine Systems Inc)
Reasonable Efforts; Notification. (a) 2.4.1 Upon the terms and subject to the conditions set forth in this 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 Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (ia) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 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 that as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties 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 reversed, and (ve) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, 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 to the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with use their commercially reasonable efforts to enable the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting Agreement to be consummated as promptly as practicable on the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions terms contemplated by this Agreement. The Company shall give prompt written notice Notwithstanding anything herein to Parent of any representation or warranty made by it contained the contrary, nothing in this Agreement becoming untrue or inaccurate in shall be deemed to require any material respect, of the Parties to agree to any divestiture by itself or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase its affiliates of shares of Company Common Stock pursuant 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 the CGCLconduct their business or to own or exercise control of such assets, properties and stock.
Appears in 2 contracts
Sources: Merger Agreement (Artemis Acquisition Corp.), Merger Agreement (Artemis Acquisition Corp.)
Reasonable Efforts; Notification. (a) 8.2.1. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 contemplated by this AgreementAgreement and the Ancillary Agreements to which they are parties, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, 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 that 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, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of such Ancillary Agreements or the consummation of the transactions contemplated hereby, by this Agreement or such Ancillary Agreements; including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authorities vacated or reversed reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 ability of Parent or any of its subsidiaries or affiliates to conduct their business or own and 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)Ancillary Agreements.
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement8.2.2. The Company shall give prompt written notice to Parent Investor, and Investor shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement or any Ancillary Agreement that is qualified as to materiality becoming untrue or inaccurate in any material respect, respect or any such representation or warranty that is not so qualified becoming untrue and inaccurate in any material respect or (ii) the failure of the Company by it 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 or any Ancillary Agreement; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementAncillary Agreements.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Investment Agreement (Monsanto Co), Investment Agreement (Monsanto Co)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, during the Pre-Closing Period, 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 Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article 6 VI to be satisfied, (ii) obtaining all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations and filings with Governmental Entities) notices and taking all reasonable steps that as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental EntityEntity (including, without limitation, under the HSR Act); (iii) obtaining all necessary necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from third parties, the non-governmental Third Parties set forth on Schedule 5.3(a) of the Company Disclosure Letter and with respect to the Material Contracts set forth on such Schedule; (iv) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or making all necessary filings with the consummation U.S. Patent & Trademark Office and the U.S. Copyright Office (A) to update record owner title information for all U.S. registered Company Intellectual Property to be in either the name of the transactions contemplated herebyCompany or one of its existing Subsidiaries, including seeking as appropriate, and (B) to have any stay release the security interests held by ▇▇▇▇▇ Fargo Foothill, Inc. in certain U.S. trademark registrations and certain copyright registrations and by Comerica Bank in certain copyright registrations, where such registrations are owned by the Company or temporary restraining order entered by any court or other Governmental Entity vacated or reversed its Subsidiaries and constitute part of the Company Intellectual Property; and (v) executing and delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)Transaction Documents.
(b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to make promptly (and in any event no later than the date that is ten (10) Business Days following the date hereof) any required submissions under the HSR Act and any other Antitrust Laws which the Company or Parent reasonably determines should be made, in each case with respect to the Merger and the transactions contemplated hereby and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Each of the Company and Parent will shall (1) give the other party prompt notice of the commencement or threat of commencement of any suit, claim, action, investigation or proceeding by or before any Governmental Entity with respect to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii2) keep the other party informed as to the status of any notice such suit, claim, action, investigation, proceeding or threat, (3) promptly inform the other party of any material communication concerning the HSR Act or other communication Antitrust Laws to or from any Governmental Entity regarding the Merger and (4) furnish to the other party such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act and any other Antitrust Laws. Except as may be prohibited by any Governmental Entity, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding under or relating to the HSR Act or any other Antitrust Law. Each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding.
(c) Each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall promptly (and in any event within five (5) Business Days) notify the other party in writing if it believes that such party has breached any representation, warranty, covenant or agreement contained in this Agreement that would, individually or in the aggregate, likely result in a failure of a condition set forth in Section 6.2 or Section 6.3 if continuing on the Closing Date.
(d) If any Antitakeover Laws are or may become applicable to the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company and Parent and the Company, Parent or their ’s and Parent’s respective subsidiaries Board of Directors shall promptly grant such approvals and use commercially reasonable efforts to take such other lawful actions as are necessary so that relates to such transactions may be consummated as promptly as practicable on the Merger or any of the other transactions terms contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions Merger, as the case may be, and otherwise take such other commercially reasonable and lawful actions to eliminate or minimize the obligations effects of the parties under this Agreement. Parent shall give prompt written notice to the Company of such statute, and any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectregulations promulgated thereunder, 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; provided, however, that no on such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementtransactions.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Sonicwall Inc), Merger Agreement (Sonicwall Inc)
Reasonable Efforts; Notification. (a) Upon Each of Buyer and the terms and subject to the conditions set forth in this 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 Company shall reasonably cooperate with the other party in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws (as defined below) with respect to any such filing or any such transaction. To the extent not prohibited by Applicable Laws, each party to this Agreement shall use reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Laws in connection with the transactions contemplated by this Agreement. Each party to this Agreement shall give the other parties to this Agreement reasonable prior notice of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. None of the parties to this Agreement shall independently participate in doingany meeting, all things necessaryor engage in any substantive conversation, proper with any Governmental Authority in respect of any such filings, investigation, or advisable other inquiry without giving the other parties to consummate this Agreement prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties to this Agreement will consult and make effectivereasonably cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the most expeditious manner practicableHSR Act or other Antitrust Laws. The parties acknowledge that the applicable waiting periods under the HSR Act have expired or been terminated.
(b) Each of Buyer and the Company shall use reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, under the HSR Act, the Merger ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transactions contemplated by this Agreement as inconsistent with or violative of any Antitrust Law, each of Buyer and the other Company shall reasonably cooperate and use reasonable efforts to contest and resist such Action, and to have vacated, lifted, reversed or overturned any Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining by pursuing all necessary actions or nonactions, waivers, consents, approvals, orders available administrative and authorizations from Governmental Entities judicial appeals and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, available legislative action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Omnicare Inc), Merger Agreement (Omnicare Inc)
Reasonable Efforts; Notification. (a) 6.8.1 Upon the terms and subject to the conditions set forth in this 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 Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (ia) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 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 that as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties 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 reversed, and (ve) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, 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 to the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with use their commercially reasonable efforts to enable the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting Agreement to be consummated as promptly as practicable on the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions terms contemplated by this Agreement. The Company Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require any of the 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 assets, properties and stock.
6.8.2 SGT shall give prompt written notice to Parent PHI upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of SGT to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Section 7 hereof 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.
6.8.3 PHI shall give prompt notice to SGT upon becoming aware that any representation or warranty made by it contained in this Agreement becoming has become untrue or inaccurate in any material respectinaccurate, or of any failure of the Company PHI 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 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 Parties under this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Phototron Holdings, Inc.)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the parties agrees to shall use its 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, 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 or and its Representatives shall not be prohibited under this Section 6.03(a) from taking any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporationaction permitted by Section 5.02(b).
(b) Each of the The Company shall give prompt notice to Purchaser, and Parent will Purchaser or Merger Sub shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice use its reasonable best efforts to Parent complete the audit of receipt by the Company of any demand its consolidated financial statements for the purchase of shares of Company Common Stock pursuant to the CGCLfiscal year ending April 30, 2003 as soon as practicable.
Appears in 2 contracts
Sources: Merger Agreement (MCK Communications Inc), Merger Agreement (Verso Technologies Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its 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, the Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 7 to be satisfied, ; (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Legal Proceeding 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 (viii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each Promptly after the date hereof, the Company shall give all notices required to be given to third parties in connection with the transactions contemplated hereby, and the Company shall obtain prior to the Closing all consents identified or required to be identified in Section 2.5 of the Company Disclosure Schedule.
(c) Purchaser and Parent Merger Sub, on the one hand, and the Company, on the other hand, will give prompt notice to the other of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, Merger; (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, Merger; and (iii) any litigation Legal Proceeding relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to consummation of the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 Agreementhereby.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Zarlink Semiconductor Inc), Merger Agreement (Zarlink Semiconductor Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all reasonable action necessary to cause the conditions precedent set forth in Article 6 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) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).A-24
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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 written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.. 5.7
Appears in 2 contracts
Sources: Merger Agreement (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Transcend Therapeutics Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Offer and the Merger, and the other transactions Transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions Transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything ; provided, however, that in this Agreement to the contrary, neither Parent nor connection with any of its affiliates shall be under any obligation to make proposals, execute filing or carry out agreements or submit to orders providing for the sale submission or other disposition action required to be made or holding separate (through taken by any Party to effect the establishment of a trust or otherwise) of any assets or categories of assets 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 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 its subsidiaries the other Transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the holding separate of Offer, the shares of Company Common Stock (Merger or shares of stock of this Agreement or any other transaction contemplated by this Agreement, take all action necessary to ensure that the Surviving Corporation) or imposing or seeking to impose any limitation Offer, the Merger and the other Transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability terms contemplated by this Agreement and otherwise to minimize the effect of Parent such statute or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquireregulation on the Offer, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of Merger, this Agreement and the Surviving Corporation)other Transactions contemplated by this Agreement.
(b) Each of the Company Company, Parent and Parent will Purchaser shall give prompt notice to the other of (i) any notice of their representations or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it warranties contained in this Agreement becoming untrue or inaccurate in any material respect (including in the case of representations or warranties receiving knowledge of any fact, event or circumstance which may cause any representation qualified as to the knowledge to be or become untrue or inaccurate in any respect, ) or any (ii) the failure of the Company by them 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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 them under this Agreement; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (First Alert Inc), Merger Agreement (Sunbeam Corp/Fl/)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of except to the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, extent otherwise required by United States regulatory considerations 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything otherwise provided in this Agreement to the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).Section 5.5,
(b) Each of the The Company shall give prompt notice to Parent, and Parent will or Sub shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder.
(i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act.
(ii) The Company will furnish to Parent shall give prompt written notice and Sub copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company HSR Documents")) between the Company, or any of its respective representatives, on the one hand, and any Governmental Entity, or members of the staff of such agency or authority, on the other hand, with respect to this Agreement or the Company of any representation or warranty made by it or Merger Sub Merger; provided,
(iii) Nothing contained in this Agreement becoming untrue shall be construed so as to require Parent, Sub or inaccurate in any material respectthe Company, or any failure of Parent their respective subsidiaries or Merger Sub affiliates, to comply with sell, license, dispose of, or satisfy hold separate, or to operate in any material specified manner, any assets or businesses of Parent, Sub, the Company or the Surviving Corporation (or to require Parent, Sub, the Company or any of their respective subsidiaries or affiliates to agree to any of the foregoing). The obligations of each party under Section 5.5(a) to use reasonable efforts with respect any covenant, condition or agreement to antitrust matters shall be complied limited to compliance with or satisfied by it the reporting provisions of the HSR Act and with its obligations under this Agreement; 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 AgreementSection 5.5(c).
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Camco International Inc), Merger Agreement (Camco International Inc)
Reasonable Efforts; Notification. (ai) Upon Each of Parent and the terms Company shall act in good faith and reasonably cooperate with the other party in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. To the extent not prohibited by Applicable Laws, each party to this Agreement shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Laws in connection with the transactions contemplated by this Agreement. Each party to this Agreement shall give the other parties to this Agreement reasonable prior notice of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. None of the parties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties to this Agreement prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties to this Agreement will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. The parties acknowledge that the applicable waiting periods under the HSR Act have expired or been terminated.
(ii) Subject to Section 6.1(a)(iv) of this Agreement, each of Parent and the Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "ANTITRUST LAWS"). In connection therewith and subject to Section 6.1(a)(iv) of this Agreement, if any Action is instituted (or threatened to be instituted) challenging any transactions contemplated by this Agreement as inconsistent with or violative of any Antitrust Law, each of Parent and the conditions set forth Company shall cooperate and use all reasonable efforts vigorously to contest and resist such Action, and to have vacated, lifted, reversed, or overturned any Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless Parent determines that litigation is not in its best interests. Subject to Section 6.1(a)(iv) of this Agreement, each of Parent and the Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement.
(iii) Subject to Section 6.1(a)(iv) of this Agreement, each of the parties to this Agreement agrees to use its 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 to this Agreement 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish (A) the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all other necessary actions or nonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Entities Authorities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities) and taking all steps that may be necessary to avoid any suitAuthorities, claim, action, investigation or proceeding by any Governmental Entityif any), (iiiB) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) defending any suits, claims, actions, investigations parties related to or proceedings, whether judicial or administrative, challenging required in connection with the Offer and the Merger that are necessary to consummate the transactions contemplated by this Agreement or required to prevent a Material Adverse Effect on Parent or the consummation Company from occurring prior to or after the Effective Time, (C) the preparation 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 Proxy/Information Statement (if required) (D) the execution and (v) executing and delivering delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything , and (E) the providing of all such information concerning such party, its Subsidiaries, its Affiliates and its Subsidiaries' and Affiliates' officers, directors, employees and partners as may be reasonably requested in connection with any of the matters set forth in this Agreement paragraph (iii).
(iv) At the request of Parent, the Company and its Subsidiaries shall agree to hold separate (including by trust or otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any action with respect to, or agree to any limitation on, any of their respective businesses, Subsidiaries or assets, provided that any such action is conditioned upon the consummation of the Offer and the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrarycontrary in this Section 6.1(a), neither Parent the Company nor any of its affiliates shall be under any obligation Subsidiaries shall, without Parent's prior written consent, agree to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a including by trust or otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any assets action with respect to, or categories agree to any limitation on, any of their respective businesses, Subsidiaries or assets. Anything to the contrary in this Agreement notwithstanding, Parent and its Subsidiaries shall not be required to hold separate (including by trust or otherwise) or to divest any of the respective businesses, Subsidiaries or assets of Parent or and any of its affiliates or Subsidiaries and/or the Company or and any of its subsidiaries Subsidiaries, or the holding separate of the shares of Company Common Stock (to take or shares of stock of the Surviving Corporation) agree to take any action with respect to, or imposing or seeking agree to impose any limitation on the ability of Parent or on, any of its subsidiaries or affiliates their respective businesses in order 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).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or satisfy any of the other transactions contemplated by their respective obligations under this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it including under this Agreement; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementSection 6.1.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 2 contracts
Sources: Merger Agreement (Omnicare Inc), Merger Agreement (Omnicare Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each 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 reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all other necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityif any), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the preparation of the Company Proxy Statement, and (iv) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the The Company shall give prompt notice to Parent and Parent will or Merger Subsidiary shall give prompt notice to the other Company of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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 compiled with or satisfied by it under this Agreement; 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) The Company shall give prompt notice to Parent, and Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant or Merger Subsidiary shall give prompt notice to the CGCLCompany, of:
(i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; and
(ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Quovadx Inc), Merger Agreement (Carescience Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Purchaser Party, on the parties one hand, and Target on the other hand agrees to use its commercially 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 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 Merger and the other transactions contemplated by this AgreementAgreement and the Protocol (including the Distribution), including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity; (ii) the obtaining of all necessary consents, approvals, orders waivers or exemptions from non-governmental third parties; and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all the execution and delivery of any additional documents or instruments necessary consentsto consummate the transactions contemplated by this Agreement and the Protocol. In addition, approvals each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or waivers from third parties, (iv) defending any suits, claims, actions, investigations or legal proceedings, whether judicial or administrative, challenging this Agreement the Purchase or the consummation other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) impose any notice material limitations or other communication from burdens on any Governmental Entity in connection with the Merger Purchaser's (or any of the other transactions contemplated by this Agreement, (iiiPurchaser Designee's) any litigation relating to, involving ownership or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent operation of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.Assets or
Appears in 2 contracts
Sources: Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 reasonably practicable, the Merger Closing, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will Seller shall give prompt notice to the other HIG, and HIG shall give prompt notice to Seller, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it such party contained in this Agreement becoming that has become untrue or inaccurate in any material respect, or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representationsnot, warrantiesin and of itself, covenants excuse or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no such notification shall otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Intangible Asset Purchase Agreement (Home Interiors & Gifts Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this Section 6.5, 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 Merger Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 and (viv) executing the execution and delivering delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, the Company and its Board 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 Merger, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, take all action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the contrary, neither Parent nor any effect of its affiliates shall be under any obligation to make proposals, execute such statute 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 or any of 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 regulation on the ability of Merger and (iii) cooperate with Parent in the arrangements for refinancing any indebtedness of, or obtaining any of its subsidiaries necessary new financing for, the Company, it being understood that the failure to obtain any such financing 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)refinancing shall not be a basis for terminating this Agreement.
(b) Each of the The Company shall give prompt notice to Parent, and Parent will shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties Parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementParties hereunder.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 contemplated by this Agreement and the Option Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Option 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 and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate consum mate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Option Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Option Agreement, the Stockholder Agreement or any other of (i) any notice transactions contemplated by this Agreement, the Option Agreement or other communication from any person alleging the Stockholder Agreement, use all reasonable efforts to ensure that the consent Merger and the other transactions contemplated by this Agreement and the Option Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Option Agreement and otherwise to minimize the effect of such person is statute or may be required in connection with regulation on the Merger or any of Merger, this Agreement, the Option Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement, (ii) any notice the Option Agreement or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to dispose of any significant asset or collection of assets.
(b) The Company shall give prompt written notice to Parent of (i) any representation or warranty made by it contained in this Agreement or the Option Agreement becoming untrue or inaccurate such that the condition set forth in any material respect, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to Section 6.02(a) would not be complied with or satisfied by it under this Agreementsatisfied; 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 or the Option Agreement. .
(c) Parent shall give prompt written notice to the Company of (i) any representation or warranty made by it or Merger Sub contained in this Agreement or the Option Agreement becoming untrue or inaccurate such that the condition set forth in any material respect, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to Section 6.03(a) would not be complied with or satisfied by it under this Agreementsatisfied; 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 or the Option Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Johnson & Johnson)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactionsnon-actions, Permits, registrations, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and Entities, 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 that as may be necessary or desirable to obtain an approval, Permit, registration, or waiver from, or to avoid any suitor terminate a Proceeding by, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyMerger and the 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) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and the other Transactions and to fully carry out the purposes of, of this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, the Company and the Company Board shall (1) take all action necessary to ensure that no State takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any other Transaction, and (2) if any State takeover statute or similar statute or regulation becomes or may become applicable to this Agreement, the Merger or any other Transaction, take all action necessary to ensure that the Merger and the other Transactions be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the contraryeffect of such statute or regulation on this Agreement, neither Parent nor any of its affiliates shall be under any obligation to make proposalsthe Merger and the other Transactions. Notwithstanding the foregoing, 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 or and its Representatives shall not be prohibited under this Section 6.03(a) from taking any of its subsidiaries or the holding separate of the shares of action permitted by Section 5.03 (No Company Common Stock (or shares of stock of the Surviving Corporation) 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 Company Common Stock (or shares of stock of the Surviving CorporationSolicitation).
(b) Each Without limiting the generality of the parties’ obligations under Section 6.03(a), and in furtherance thereof, Parent and the Company shall, in consultation and cooperation with the other and as promptly as practicable after the date of this Agreement, make all necessary Filings and obtain all necessary Consents, certifications or waivers with respect to the transfer and continuation of all Permits, licenses and other regulatory matters required by applicable state and federal Governmental Entities; provided, however, that the failure to make any such Filing or obtain any such Consent, certification or waiver shall not constitute a Company Material Adverse Effect for purposes of this Agreement.
(c) The Company, on the one hand, shall give prompt notice to Parent, and Parent will or Merger Sub, on the other hand, shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respectrespect (and where appropriate and only with respect to matters occurring after the date hereof, or any failure of through updates to the Company Schedules or Parent Schedules, as applicable) or (ii) the failure by it 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; provided, however, that no such notification notice (or updates to the Company Schedules or Parent Schedules, as applicable) or any failure to give any such notice or any updates, shall affect have any effect on the representations, warranties, covenants warranties or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue for purposes of determining satisfaction of any condition, whether a breach or inaccurate in any material respectdefault has occurred, 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; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements termination rights of the parties provided by this Agreement or the conditions to the obligations of the parties under this Agreementotherwise.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Renovaro Inc.)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 VIII to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities governmental authorities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entitiesgovernmental authorities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitygovernmental authority, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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 governmental authority vacated or reversed and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent MTI 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 MTI or any of its affiliates or the Company SCI or any of its subsidiaries or the holding separate of the shares of Company SCI Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Parent MTI 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 SCI Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company SCI, MTI, and Parent Merger Sub will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity governmental authority in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (iii) any litigation relating to, involving or otherwise affecting the CompanySCI, Parent MTI or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company SCI shall give prompt written notice to Parent MTI of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the Company SCI 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; 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. Parent MTI shall give prompt written notice to the Company SCI of any representation or warranty made by it MTI or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of Parent MTI 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 as soon as reasonably practicable, the Merger Arrangement and the other transactions contemplated by this Agreement, including using .
(b) Company shall and shall cause its commercially reasonable efforts Subsidiaries to accomplish the following: (i) causing the conditions precedent set forth in Article 6 perform all obligations required or desirable to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding performed by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of its subsidiaries Subsidiaries under this Agreement, cooperate with Parent in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the holding separate transactions contemplated in this Agreement and, without limiting the generality of the shares foregoing, Company shall and where appropriate shall cause its Subsidiaries to:
(i) use all reasonable efforts to obtain the requisite approvals of Company Common Stock Shareholders with respect to the Arrangement except to the extent that the Board of Directors of Company has withdrawn, modified or qualified its recommendation to shareholders in accordance with the terms of this Agreement;
(or shares of stock ii) advise Parent as reasonably requested, as to the aggregate tally of the Surviving Corporationproxies and votes received in respect of the Company Meeting and all matters to be considered at such meeting;
(iii) or imposing or seeking apply for and use all reasonable efforts to impose any limitation on the ability of Parent obtain all Regulatory Approvals relating to Company or any of its subsidiaries or affiliates Subsidiaries and, in doing so, to conduct their business or own such assets or keep Parent informed as to acquire, hold or exercise full rights of ownership the status of the shares proceedings related to obtaining the Regulatory Approvals, including, but not limited to, providing Parent with copies of Company Common Stock (or shares all related applications and notifications, in draft form, in order for Parent to provide its reasonable comments and providing Parent with copies of stock of the Surviving Corporation).all material correspondence;
(biv) Each use all reasonable efforts to effect all necessary registrations, filings and submissions of the information required by Governmental Entities from Company and Parent will give prompt notice or any of its Subsidiaries relating to the other of Arrangement;
(iv) any notice use all reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by Company or other communication from any person alleging that the consent of such person is or may be required a Subsidiary in connection with the Merger Arrangement from other parties to any material loan agreements, leases or any other material Contracts;
(vi) carry out the terms of the other Interim Order and the Final Order applicable to it and use all reasonable efforts to comply promptly with all requirements that applicable Laws may impose on Company or its Subsidiaries with respect to the transactions contemplated by this Agreement;
(vii) provide Parent with a copy of any purported exercise of the Dissent Rights and written communications with such Company Shareholder purportedly exercising the 45 Dissent Rights, (ii) and not settle or compromise any notice claim brought by any present, former or other communication from purported holder of any Governmental Entity of its securities in connection with the Merger or Arrangement; and
(viii) promptly advise Parent orally and, if then requested, in writing:
(A) of any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates event occurring subsequent to the Merger or any date of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of Agreement (I) that would render any representation or warranty made by it of Company contained in this Agreement becoming untrue or inaccurate in any material respect, respect at the time it was made or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement (II) that would not reasonably be expected to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions cured prior to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of Effective Time and would render any representation or warranty made by it or Merger Sub of Company contained in this Agreement becoming untrue or inaccurate in any material respect, or respect at the Effective Time;
(B) of any failure Material Adverse Effect on Company and
(C) of Parent or Merger Sub to comply with or satisfy in any material respect breach by Company of any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; 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 contained in this Agreement.
(c) The Parent shall perform all obligations required or desirable to be performed by it under this Agreement, to cooperate with Company shall give prompt notice in connection therewith, and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing:
(i) to apply for and use its reasonable best efforts to obtain all Regulatory Approvals relating to Parent and, in doing so, to keep Company informed as to the status of receipt the proceedings related to obtaining the Regulatory Approvals, including, but not limited to, providing Company with copies of all related applications and notifications, in draft form, in order for Company to provide its reasonable comments and providing Company with copies of all material correspondence;
(ii) to use all reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from Parent or its Subsidiaries relating to the Arrangement;
(iii) to carry out the terms of the Interim Order and Final Order applicable to it and use all reasonable efforts to comply promptly with all requirements that applicable Laws may impose on Parent or its Subsidiaries with respect to the transactions contemplated by this Agreement;
(iv) to promptly advise Company orally and, if then requested, in writing:
(A) of any event occurring subsequent to the date of this Agreement (I) that would render any representation or warranty of Parent contained in this Agreement untrue or inaccurate in any material respect at the time it was made or (II) that would not reasonably be expected to be cured prior to the Effective Time and would render any representation or warranty of Parent contained in this Agreement untrue or inaccurate in any material respect at the Effective Time;
(B) of any Material Adverse Effect on Parent and
(C) of any material breach by Parent of any covenant or agreement contained in this Agreement;
(v) Parent agrees to authorize for listing on the Nasdaq Parent Common Shares to be issued at the Effective Time and from time to time upon exchange of the Exchangeable Shares and upon exercise of Replacement Options and
(vi) Parent shall use reasonable best efforts to maintain the listing of the Parent Common Shares on the Nasdaq and, if Parent receives notice of delisting, Parent shall submit a plan to the Nasdaq to maintain its listing, keep Company generally informed of Parent's efforts and plans with respect to maintaining such listing and provide copies to Company of any demand for correspondence sent to or received from Nasdaq.
(d) Company and Parent shall promptly notify the purchase other party of shares any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of Company Common Stock pursuant its Subsidiaries that relate to the CGCLconsummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Combination Agreement (Divine Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth contained in this Agreement, each of the parties agrees to Parties shall use all reasonable efforts, as determined by it in the exercise of its commercially reasonable efforts business judgment, 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 Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: including, without limitation, (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining 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) and the taking of all reasonable steps that as may be necessary to obtain an approval or waiver from, or to avoid any suita Proceeding by, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) obtaining all necessary consents, approvals or waivers from third partiesof any other Person, (iviii) defending any suits, claims, actions, investigations lawsuits or proceedingsother 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; provided, however, that no Party shall be required to incur any significant additional expense in defending any such Proceedings, and (viv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. Notwithstanding anything In connection with and without limiting the foregoing, each of the Parties, shall, as determined by it in the exercise of its reasonable business judgment, (x) take all actions necessary to ensure that no state takeover statute or similar statute or regulation impedes or prevents the Merger, this Agreement to the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement hereby and (y) 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, (ii) any notice or other communication from any Governmental Entity in connection with at Parent's sole cost, take all action reasonably necessary to ensure that the Merger or any of and the other transactions contemplated by this AgreementAgreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger, (iii) any litigation relating to, involving or otherwise affecting this Agreement and the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. .
(b) The Company shall give prompt written notice to Parent and buyer of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) its failure of the Company to comply with or satisfy in any material respect any covenant, agreement or condition or agreement to be complied with or satisfied by it under this Agreement; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Stephan Co)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be takentaken (including through its officers and directors and other appropriate personnel), 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish (a) the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that as may be necessary to obtain Permits or waivers from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiib) obtaining the seeking of all necessary consents, approvals or waivers from third parties, (ivc) 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 herebyherein, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (vd) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of In connection with and without limiting the foregoing, the Company and Parent will give prompt notice to the its Board shall (including through its officers and directors and other of appropriate personnel) (i) any notice take all reasonable action necessary to ensure that no U.S. state takeover, business combination, control share, fair price or other communication from any person alleging that the consent of such person fair value statute or similar statute or regulation is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates becomes applicable to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice hereby, other than Section 203 of the DGCL or (ii) if any U.S. state takeover, business combination, control share, fair price or fair value statute or similar statute or regulation becomes applicable to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, the Merger or any failure other transaction contemplated hereby, take all reasonable action to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated and otherwise to minimize the effect of such statute or regulation on the Company to comply with or satisfy Merger and the other transactions contemplated hereby, except if doing so would result in any a material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions adverse effect to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementCompany.
(c) The Company Company, Capital Communications, Parent and Merger Sub shall give prompt notice keep the other reasonably apprised of the status of matters relating to Parent completion of receipt the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by the Company Company, Capital Communications, Parent and Merger Sub, as the case may be, or any of their respective Subsidiaries, from any demand for the purchase of shares of Company Common Stock pursuant third party and/or any Governmental Entity with respect to the CGCLtransactions contemplated by this Agreement; provided that this Section 6.3(c) shall not be applicable to any Acquisition Proposal which shall be subject to Section 5.3 hereof.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 8 to be satisfied, (ii) obtaining all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from from, and giving all necessary notices to, third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of Parent and Merger Sub, on the Company one hand, and Parent the Company, on the other hand, will give prompt notice to the other of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, and (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to consummation of the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 Agreementhereby.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this 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 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 Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 and (viv) executing the execution and delivering delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything in 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 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 Merger and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, take all action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the contrary, neither Parent nor any effect of its affiliates shall be under any obligation to make proposals, execute such statute 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 or any of 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 regulation 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 Company Common Stock (or shares of stock of the Surviving Corporation)Merger.
(b) Each of the The Company shall give prompt notice to EarthLink, and Parent will EarthLink shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder.
(i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement, but in no event later than fifteen (15) calendar days after the date hereof. Parent shall give prompt written notice Each of the parties agrees to use reasonable best efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act.
(ii) Except as otherwise required by United States regulatory considerations, the Company and EarthLink will each furnish to the other, copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) (collectively, "HSR DOCUMENTS") between the Company and EarthLink, respectively, or any of their respective representatives, on the one hand, and any Governmental Entity, or members of the staff of such agency or authority, with respect to this Agreement or the Merger; PROVIDED, HOWEVER, that (x) with respect to documents and other materials filed by or on behalf of either the Company or EarthLink, with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the other party, copies will not be required to be provided to such other party, and (y) with respect to any HSR Documents (1) that contain any information which, in the reasonable judgment of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., on behalf of the Company, and Hunton & ▇▇▇▇▇▇▇▇, on behalf of EarthLink, should not be furnished to the Company or EarthLink, as applicable, because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company or EarthLink, as applicable, to furnish any representation or warranty made such HSR Documents to the other party, shall be satisfied by it or Merger Sub the delivery of such HSR Documents on a confidential basis to such party's counsel pursuant to a confidentiality agreement in form and substance reasonably satisfactory to each party.
(iii) Nothing contained in this Agreement becoming untrue shall be construed so as to require EarthLink or inaccurate in any material respectthe Company, or any failure of Parent their respective Subsidiaries or Merger Sub affiliates, to comply with sell, license, dispose of, or satisfy hold separate, or to operate in any specified manner, any material assets or businesses of EarthLink, the Company or the Surviving Corporation (or to require EarthLink, the Company or any of their respective Subsidiaries or affiliates to agree to any of the foregoing). The obligations of each party under SECTION 5.4(a) to use reasonable best efforts with respect any covenant, condition or agreement to antitrust matters shall be complied limited to compliance with or satisfied by it the reporting provisions of the HSR Act and with its obligations under this Agreement; 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 AgreementSECTION 5.4(c).
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Earthlink Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Transaction Option Agreement and the Stockholders' Agreements, each of the parties agrees to 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 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 contemplated by this Agreement, the Transaction Option Agreement and the Stockholders' Agreements, including using its commercially reasonable best efforts to accomplish the following: (i) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in the Annex A and Article 6 VII to be satisfied, (ii) the obtaining of all ------- necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including with respect to antitrust matters, if required) 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 that 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, (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' Agreements 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 and (v) executing and delivering the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, except pursuant to the Transaction Option Agreement and the Stockholders' Agreements, 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 Parent, any of its affiliates or the Company or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreementhereby, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreementhereby, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this Agreementhereby. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement, the Transaction Option Agreement or the Stockholders' Agreements becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; , the Transaction Option Agreement or the Stockholders' Agreements, in each case, such that the conditions set forth in the Annex A or ------- Article VII 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, the Transaction Option Agreement or the Stockholders' Agreements. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement, the Transaction Option Agreement or the Stockholders' Agreements becoming untrue or inaccurate in any material respectinaccurate, 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; , the Transaction Option Agreement or the Stockholders' Agreements, in each case, such that the conditions set forth in the Annex A or ------- Article VII 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, the Transaction Option Agreement or the Stockholders' Agreements.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Agfa Corp)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Acquisition agrees (and shall cause their respective subsidiaries) to 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 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: without limitation (i) causing the conditions precedent set forth in Article 6 to be satisfiedmaking of all necessary applications, 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 making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from Governmental Entities and other third parties, (iviii) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in Agreement and (iv) the defending of any lawsuits or otherlegal proceedings, judicial or administrative, challenging this Agreement or theconsummation of the transactions contemplated hereby or thereby, including the using of all reasonable best efforts necessary to lift, rescind or mitigate the contrary, neither Parent nor effect of any of its affiliates shall be under any obligation to make proposals, execute injunction or carry out agreements or submit to orders providing for the sale restraining order 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 or any of 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 order adversely affecting the ability of Parent or any of its subsidiaries or affiliates party hereto to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of consummate the shares of Company Common Stock (or shares of stock of the Surviving Corporation)transactions contemplated hereby.
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectMaterial Respect, or any as defined in Section 8.3(c), (ii) the failure of the Company by it to comply with or satisfy in any material respect Material Respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however(iii) the occurrence of an event or events which individually or in the aggregate, that no such notification shall affect is reasonably likely to have a Company Material Adverse Effect, or (iv) the representationscommencement of or, warranties, covenants or agreements to the extent the Company has knowledge of the parties threat of, any litigation involving or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to affecting the Company of or any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectsubsidiary, or any failure of Parent their respective properties or Merger Sub assets, or, to comply with its knowledge, any employee, agent, director or satisfy officer of the Company or any subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company or any subsidiary, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which directly relates to the consummation of the Merger, or any material respect development in connection with any covenantlitigation disclosed by the Company in or pursuant to this Agreement or the Company SEC Reports. Each of Parent, condition or agreement Acquisition and the Company hereby represent that, other than as previously disclosed to be complied with or satisfied by it under this Agreement; providedeach other on the Disclosure Schedule (which disclosures shall not constitute a breach), however, that no such notification shall affect the representations, warranties, covenants or agreements as of the parties or the conditions to the obligations date hereof they do not have any actual knowledge of a breach of the parties under representations and warranties being made by such other party pursuant to this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 VI to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, 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, or any material adverse event involving its business or operations; provided, however, that no such notification shall affect the -43- 48 representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Macromedia Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this AgreementSection 4.5(b) below, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all other actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable the Purchase, the Merger Offer and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all other necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityif any), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each Notwithstanding the foregoing, promptly following the date hereof, Purchaser and the Company agree to fully cooperate with one another and shall each use their reasonable best efforts to identify the detailed steps, actions, documents and procedures necessary or desirable to effect the Offer, the registration of the Company Registrable Shares and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall negotiate in good faith such amendments or additions to Sections 2.1(a) and Sections 2.1(c) through (iij) any notice of this Agreement, whether required by Law or other communication from any Governmental Entity in connection with otherwise, as the Merger parties shall agree are necessary or any of advisable to effect the other transactions contemplated by this Agreement, Agreement in the most expeditious manner possible.
(iiic) any litigation relating to, involving or otherwise affecting Between the Company, Parent or their respective subsidiaries that relates date hereof and the earlier to the Merger or any occur of the Closing Date and the termination of this Agreement pursuant to Section 5.1 hereof, each party to this Agreement shall promptly notify the other transactions contemplated by parties to this Agreement. The Company shall give prompt written notice to Parent Agreement of (i) any representation or warranty made by it contained in this Agreement or the Deed of Warranty becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied by it under this AgreementAgreement or the Deed of Warranty; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations Deed of the parties under this AgreementWarranty.
(cd) The Company Each party to this Agreement shall give prompt notice to Parent the other parties to this Agreement of receipt (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any notice or other communication from any Governmental Entity in connection with the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCLtransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Acquisition Agreement (@Road, Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Merger Sub 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfiedmaking of all necessary applications, 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 making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from Governmental Entities and other third parties, (iviii) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Asset Purchase Agreement and (iv) the defending of any lawsuits or other legal proceedings, 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. For purposes of this Agreement. Notwithstanding anything , “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 nothing in this Agreement shall require Parent or Merger Sub to the contraryagree to, neither Parent nor any of its affiliates shall be under any obligation to make proposalsor proffer to, execute divest or carry out agreements or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a trust or otherwise) of any assets or categories any portion of assets any business of Parent or any of its affiliates or Parent, Merger Sub, the Company or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)respective subsidiaries.
(b) Each of During the Company and Parent will give prompt notice to Pre-Closing Period, the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or any (ii) the failure of the Company by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or (iii) the occurrence of any change or event having, or which insofar as can reasonably be foreseen to have, a Material Adverse Effect on the Company or Parent, as the case may be; provided, however, that no such notification shall (A) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice Agreement or (B) limit or otherwise affect the remedies available hereunder to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no party receiving such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementnotice.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Offer, the Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other its Board of Directors shall (i) take all reasonable actions available to them to ensure that neither the Rights Plan nor any notice state takeover statute or other communication from any person alleging that the consent of such person similar statute or regulation is or may be required in connection with becomes applicable to the Merger Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement, Agreement and (ii) if the Rights Plan or any notice state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement or any other communication from any Governmental Entity in connection with transaction contemplated by this Agreement, take all reasonable actions available to them to ensure that the Offer, the Merger or any of and the other transactions contemplated by this AgreementAgreement may be consummated 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, (iii) any litigation relating tothe Merger, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of this Agreement and the other transactions contemplated by this Agreement. The 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,
(b) Company shall give prompt written notice to Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; providedPROVIDED, 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, howeverHOWEVER, 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) The Company parties hereto shall give prompt notice take all actions as may be reasonably necessary to Parent of receipt by fulfill the Company of any demand for Funding Conditions set forth in the purchase of shares of Company Common Stock pursuant to the CGCLFunding Commitments.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, The Merger Agreement provides that each of the parties agrees to shall use its 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 Offer, the Merger and the other transactions contemplated by this the Merger Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this the Merger Agreement or the consummation of the transactions contemplated herebyby the Merger Agreement, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, by the Merger Agreement and to fully carry out the purposes of, of the Merger Agreement; PROVIDED that the obligations set forth on this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any sentence shall not be deemed breached as a result 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 actions by the Company or any expressly permitted by the provisions described under "Takeover Proposals". In connection with and without limiting the foregoing, the Company and the Board of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each Directors of the Company and Parent will give prompt notice have agreed to the other of (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger Agreement or any notice transaction contemplated by the Merger Agreement and (ii) if any state takeover statute or other communication from any person alleging similar statute or regulation becomes applicable to the Merger Agreement, take all action necessary to ensure that the consent Offer, the Merger and the other transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise to minimize the effect of such person statute or regulation on the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Nothing in the Merger Agreement is deemed to require any party to waive any substantial rights or may agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. As promptly as practicable after the consummation of the Offer, the Company shall use all reasonable efforts to notify Parent of any actions or nonactions of, waivers, consents and approvals from, and registrations and filings with, Governmental Entities, and any consents, approvals or waivers from third parties, that would be required in connection with the Merger or any consummation of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity Merger in connection the event that Parent elects to merge the Company with and into the Merger or any Purchaser instead of merging the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting Purchaser into the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent or the Purchaser shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this the Merger Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this the Merger Agreement; providedPROVIDED, howeverHOWEVER, 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 VI to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of its subsidiaries affiliates 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; providedPROVIDED, howeverHOWEVER, 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, 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, or any material adverse event involving its business or operations; providedPROVIDED, howeverHOWEVER, 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions and limitations set forth in this AgreementAgreement (including, without limitation, the Company's rights under Section 5.2 and Section 5.5 hereof), 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 Merger and the other transactions contemplated by this Agreement, including including, without limitation, using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all reasonable actions necessary to cause the conditions precedent set forth in Article 6 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 that 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 partiesparties which may be required or desirable as a result of, or in connection with, the transactions contemplated 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 reversed, and (v) executing and delivering the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything In connection with and without limiting the foregoing, but subject to the conditions and limitations set forth in this Agreement (including, without limitation, the Company's rights under Section 5.2 and Section 5.5 hereof) the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the contraryMerger, 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 this Agreement or any of its affiliates or the Company or any of 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 transactions contemplated by this Agreement, use commercially reasonable efforts 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging ensure that the consent of such person is or may be required in connection with the Merger or any of and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, (ii) nothing in this Agreement shall be deemed to require Parent or the Company or any notice subsidiary or other communication from affiliate thereof to agree to any Governmental Entity in connection with the Merger divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the other transactions contemplated by this Agreement, (iii) imposition of any litigation relating to, involving or otherwise affecting material limitation on the Company, Parent or their respective subsidiaries that relates to the Merger or ability of any of the other transactions contemplated by this Agreement. them to conduct their businesses or to own or exercise control of such assets, properties and stock.
(b) The Company shall give prompt written notice to Parent of upon becoming aware that any representation or warranty made by it contained the Company in this Agreement becoming has become untrue or inaccurate in any material respectinaccurate, or any failure of that the Company has failed 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 Section 6.3(b) hereof would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Company, or the conditions to the obligations of the parties under this Agreement. .
(c) Parent shall give prompt written notice to the Company of upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Parent or Merger Sub in this Agreement has become untrue or inaccurate, or that Parent or Merger Sub has failed 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 Section 6.2(b) hereof would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parent or Merger Sub, or the conditions to the obligations of the parties under this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Transaction Option Agreement and the Stockholders' Agreements, each of the parties agrees to 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 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 contemplated by this Agreement, the Transaction Option Agreement and the Stockholders' Agreements, including using its commercially reasonable best efforts to accomplish the following: (i) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in the Annex A and Article 6 VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including with respect to antitrust matters, if required) 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 that 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, (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' Agreements 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 and (v) executing and delivering the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, except pursuant to the Transaction Option Agreement and the Stockholders' Agreements, 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 Parent, any of its affiliates or the Company or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreementhereby, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreementhereby, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this Agreementhereby. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement, the Transaction Option Agreement or the Stockholders' Agreements becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; , the Transaction Option Agreement or the Stockholders' Agreement and Plan of Merger -- 43 Agreements, in each case, such that the conditions set forth in the Annex A or Article VII 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, the Transaction Option Agreement or the Stockholders' Agreements. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement, the Transaction Option Agreement or the Stockholders' Agreements becoming untrue or inaccurate in any material respectinaccurate, 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; , the Transaction Option Agreement or the Stockholders' Agreements, in each case, such that the conditions set forth in the Annex A or Article VII 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, the Transaction Option Agreement or the Stockholders' Agreements.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Autologic Information International Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Merger Sub 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfiedmaking of all necessary applications, 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 making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from Governmental Entities and other third parties, (iviii) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Asset Purchase Agreement and (iv) the defending of any lawsuits or other legal proceedings, 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. For purposes of this Agreement. Notwithstanding anything , “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 nothing in this Agreement shall require Parent or Merger Sub to the contraryagree to, neither Parent nor any of its affiliates shall be under any obligation to make proposalsor proffer to, execute divest or carry out agreements or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a trust or otherwise) of any assets or categories any portion of assets any business of Parent or any of its affiliates or Parent, Merger Sub, the Company or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)respective subsidiaries.
(b) Each of During the Company and Parent will give prompt notice to Pre-Closing Period, the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or any ,
(ii) the failure of the Company by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or (iii) the occurrence of any change or event having, or which insofar as can reasonably be foreseen to have, a Material Adverse Effect on the Company or Parent, as the case may be; provided, however, that no such notification shall (A) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice Agreement or (B) limit or otherwise affect the remedies available hereunder to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no party receiving such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementnotice.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to 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 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) observance of all applicable waiting periods and 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) and the taking of all reasonable steps that 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 partiesPersons, (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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; provided, however, that no such notification Parent or any of its affiliates shall affect the representationsnot be required to (A) take or refrain from taking any action or agree to any restriction or condition (including any sales, warrantiesdivestitures, covenants dispositions or agreements changes in business practice) with respect to any of the parties existing or the conditions to the obligations future assets or operations of the parties under this Agreement. Parent shall give prompt written notice to Company or any of the Company Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (B) agree to, or proffer to, divest or hold separate any assets or any portion of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure business of Parent or Merger Sub any of its affiliates (other than the Company or any of the Company Subsidiaries), in each case in order to comply resolve any objection to the Transactions raised by any United States Federal, state or local Governmental Entity. In connection with and without limiting the foregoing, the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or satisfy in similar statute or regulation is or becomes applicable to any material respect Transaction or this Agreement and (B) if any covenant, condition state takeover statute or agreement similar statute or regulation becomes applicable to be complied with or satisfied by it under this Agreement; provided, however, take all action necessary to ensure that no the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such notification shall affect statute or regulation on the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementTransactions.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Purchaser Party, on the parties one hand, and Target on the other hand agrees to use its commercially 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 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 Merger and the other transactions contemplated by this AgreementAgreement and the Protocol (including the Distribution), including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity; (ii) the obtaining of all necessary consents, approvals, orders waivers or exemptions from non-governmental third parties; and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all the execution and delivery of any additional documents or instruments necessary consentsto consummate the transactions contemplated by this Agreement and the Protocol. In addition, approvals each of the parties hereto agrees to use its commercially reasonable efforts to defend any lawsuits or waivers from third parties, (iv) defending any suits, claims, actions, investigations or legal proceedings, whether judicial or administrative, challenging this Agreement the Purchase or the consummation other transactions contemplated hereby. Target also shall cooperate with any reasonable request of Purchasers to consummate the transactions contemplated hereby (i) through a conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary and/or (ii) in a tax efficient manner, including, without limitation, where necessary to avoid Dutch withholding taxes or, when requested, the termination of partnerships, including an admission by contribution to certain partnerships of the Purchasers immediately prior to Closing (with a right to redeem such contribution if the Closing does not occur immediately thereafter), and, if requested by Purchasers deferred and reverse like kind exchanges resulting in cash to the seller of the asset, which in no event shall reduce the Purchase Price. Purchasers shall cooperate with any reasonable request by Target to consummate the Purchase through the conveyance of other equity or real property interests of Target or a Target Subsidiary in order to acquire indirectly the interests specifically identified on Exhibit A hereto if and to the extent such alternative transaction structure would facilitate the obtaining of any Necessary Consent or render the obtaining of such consent (or any other consent) unnecessary, provided that such alternative transaction structure would not (i) diminish the economic benefits to the Purchasers of the transactions contemplated hereby, including seeking to have (ii) impose any stay material limitations or temporary restraining order entered by burdens on any court Purchaser's (or other Governmental Entity vacated any Purchaser Designee's) ownership or reversed and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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) operation of any assets Assets or categories of assets of Parent or (iii) adversely affect either the tax consequences that any of its affiliates Purchaser Party would have from acquiring the interests specifically identified on Exhibit A or the Company or any of its subsidiaries or the holding separate tax treatment 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)Purchaser Parties.
(b) Each of the Company and Parent will Target shall give prompt notice to the other Purchasers of (i) the occurrence, or non-occurrence of any notice event whose occurrence, or other communication non-occurrence would be likely to cause any condition set forth herein to be unsatisfied in any material respect at any time from any person alleging that the consent of such person is or may be required in connection with date hereof to the Merger or any of the other transactions contemplated by this Agreement, Closing and (ii) any notice or other communication from any Governmental Entity in connection with the Merger failure of Target or any of the other transactions contemplated by this Agreementits officers, (iii) any litigation relating todirectors, involving employees or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the Company agents to comply with or satisfy in any material respect with any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.4 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementPurchasers.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Purchase Agreement (Rouse Company)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this 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 Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using its commercially reasonable efforts to accomplish the following: (i) causing obtaining all necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary, proper or advisable registrations, filings and notices and taking all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity (including, without limitation, under the conditions precedent set forth in Article 6 to be satisfied, HSR Act); (ii) obtaining all necessary actions necessary, proper or nonactionsadvisable consents, waivers, consentsqualifications, approvals, orders waivers or exemptions from non-governmental Third Parties; and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)Transaction Documents.
(b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use commercially reasonable efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days of the date hereof and any other required submissions under the HSR Act which the Company or Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers.
(c) Each of the Company Company, on the one hand, and Parent will give prompt notice to and Merger Sub, on the other, shall promptly (and in any event within five (5) Business Days after becoming aware of any such breach) notify the other party in writing if it believes that such party has breached any representation, warranty, covenant or agreement contained in this Agreement that could, individually or in the aggregate, result in a failure of a condition set forth in Section 6.2 or Section 6.3 if continuing on the Closing Date.
(d) The Company shall promptly notify Parent of (i) any notice or other communication from any person Person alleging that the consent of such person Person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger transactions contemplated by this Agreement and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries, that, if pending on the other date of this Agreement, would have been required to have been disclosed pursuant to Sections 3.6, 3.7, 3.13 or 3.21, or that relate to the consummation of the transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Sub 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 making of all necessary filings with the Specified Agencies under the HSR Act and the taking of such further commercially reasonable actions as may required to be satisfiedobtain termination or expiration of the waiting period (and any extension thereof) under the HSR Act, (ii) the making of all necessary applications, registrations and filings (including all filings with Governmental Entities other than the Specified Agencies, if any), (iii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from Governmental Entities and other third parties, (iv) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in Agreement and (v) the defending of any lawsuits or other legal proceedings, 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 contrary, neither Parent nor effect of any of its affiliates shall be under any obligation to make proposals, execute injunction or carry out agreements or submit to orders providing for the sale restraining order or other disposition order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby. For purposes of this Agreement, "commercially reasonable efforts" shall not require Parent or holding Sub to take any actions in connection with any competition laws (including the HSR Act) pursuant to this Section 5.3(a) which would require Parent or Sub to agree to, or proffer to, divest or hold separate (through the establishment of a trust or otherwise) of any assets or categories any portion of assets any business of Parent or any of its affiliates or Parent, Sub, the Company or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)respective Subsidiaries.
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or any (ii) the failure of the Company by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or (iii) the occurrence of any change or event having, or which insofar as can reasonably be foreseen to have, a Material Adverse Effect on the Company or Parent, as the case may be; provided, however, that no such notification shall (A) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice Agreement or (B) limit or otherwise affect the remedies available hereunder to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no party receiving such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementnotice.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, including SECTION 8.8, each of the parties hereto agrees to cooperate with each other and 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 in each case consistent with the other parties in doingfiduciary duties of their respective Boards of Directors, all things necessary, proper or advisable (i) under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining obtain all necessary actions or nonactions, waivers, consents, consents and approvals, orders and authorizations from Governmental Entities and making of to effect all necessary registrations, declarations registrations and filings (including registrationsincluding, declarations and but not limited to, filings with all applicable Governmental Entities) and taking all steps that may be necessary (ii) to avoid lift any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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 injunction or other Governmental Entity vacated or reversed and legal bar to the Merger as soon as reasonably practicable (v) executing and delivering any additional instruments necessary and, in such case, to consummate proceed with the transactions contemplated byMerger as expeditiously as possible); provided, and however, that notwithstanding anything to fully carry out the purposes of, contrary in this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates Sub shall be under in any obligation way obligated to make proposals, execute or carry out agreements or submit take any action in order to orders providing for obtain 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 or any of its subsidiaries or the holding separate termination of the shares of Company Common Stock (or shares of stock of waiting period under the Surviving Corporation) 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 acquireHSR Act, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).except as provided in EXHIBIT D.
(b) Each of the Company and Parent will shall give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to and the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent Parent, of: (i) the occurrence or non-occurrence of any representation event of which it has knowledge, the occurrence or warranty made by it non-occurrence of which would cause (A) any representations or warranties contained in this Agreement becoming to be untrue or inaccurate in any material respect, (B) any of its covenants, conditions or agreements contained in this Agreement not to be complied with or satisfied or (C) a need to supplement the Proxy Statement; and (ii) any failure of Parent or the Company Company, as the case may be, to comply with or satisfy in any material respect any covenantof its covenants, condition conditions or agreement agreements to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification the delivery of any notice pursuant to this SECTION 8.7 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no party receiving such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementnotice.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to party hereto shall use its commercially reasonable all reason able 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 Merger and the other transactions contemplated by this AgreementAgreement and the other Transaction Agreements, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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 necessary consentswaivers, consents and approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations actions or proceedings, whether judicial or administrative, challenging this Agreement or any of the other Transaction 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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and by this Agreement or the other Transaction Agreements or to fully carry out the purposes of, this Agreement. Notwithstanding anything in of this Agreement to and the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).Transaction Agreements. 55
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company party shall give prompt written notice to Parent each other party of (i) any representation or warranty made by it such party contained in this Agreement or any other Transaction Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by such party to comply with with, or satisfy in any material respect respect, any covenant, condition or agreement to be complied with or satisfied by it such party under this AgreementAgreement or any of the other Transaction Agreements; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties such party or the conditions to the obligations of the parties such party under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 Agreementother Transaction Agreements.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions 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(b). Notwithstanding anything In connection with and without limiting the foregoing, the Company and the Company Board 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 or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated 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 and the other Transactions. Nothing in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under deemed to require any obligation party to make proposals, execute waive any substantial rights or carry out agreements agree to any substantial limitation on its operations or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) dispose of any assets significant asset or categories collection of assets assets. As promptly as practicable after the consummation of Parent or any of its affiliates or the Offer, the Company shall use all reasonable efforts to notify Parent of any actions or nonactions of, waivers, consents and approvals from, and registrations and filings with, Governmental Entities, and any of its subsidiaries consents, approvals 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 ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquirewaivers from third parties, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may would be required in connection with the Merger or any consummation of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity Merger in connection the event that Parent elects pursuant to Section 1.03 to merge the Company with the Merger or any and into Sub instead of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting merging Sub into the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. .
(b) The Company shall give prompt written notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; providedPROVIDED, 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, howeverHOWEVER, 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the appraisal or purchase of shares of Company Common Stock rights pursuant to the CGCLDelaware Law or California Law, respectively.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Offer and the Merger, and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder 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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other its Board of Directors shall (i) any notice take all reasonable actions available to them to ensure that no state takeover statute or other communication from any person alleging that the consent of such person similar statute or regulation is or may be required in connection with becomes applicable to the Merger Offer, the Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement, Agreement or 44 38 the Stockholder Agreement and (ii) if any notice state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other communication from any Governmental Entity in connection with transaction contemplated by this Agreement or the Stockholder Agreement, take all reasonable actions available to them to ensure that the Offer, the Merger or any of and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated 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 Offer, the Merger, this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of 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 agree to dispose of any significant assets or businesses of the Company, Parent or any of their respective subsidiaries.
(b) The Company shall give prompt written notice to Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Johnson & Johnson)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Acquisition agrees (and shall cause their respective subsidiaries) to 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 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: without limitation (i) causing the conditions precedent set forth in Article 6 to be satisfiedmaking of all necessary applications, 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 making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from Governmental Entities and other third parties, (iviii) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in Agreement and (iv) the defending of any lawsuits or other legal proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or thereby, including the using of all reasonable best efforts necessary to lift, rescind or mitigate the contrary, neither Parent nor effect of any of its affiliates shall be under any obligation to make proposals, execute injunction or carry out agreements or submit to orders providing for the sale restraining order 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 or any of 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 order adversely affecting the ability of Parent or any of its subsidiaries or affiliates party hereto to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of consummate the shares of Company Common Stock (or shares of stock of the Surviving Corporation)transactions contemplated hereby.
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectMaterial Respect, or any as defined in Section 8.3(c), (ii) the failure of the Company by it to comply with or satisfy in any material respect Material Respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however(iii) the occurrence of an event or events which individually or in the aggregate, that no such notification shall affect is reasonably likely to have a Company Material Adverse Effect, or (iv) the representationscommencement of or, warranties, covenants or agreements to the extent the Company has knowledge of the parties threat of, any litigation involving or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to affecting the Company of or any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectsubsidiary, or any failure of Parent their respective properties or Merger Sub assets, or, to comply with its knowledge, any employee, agent, director or satisfy officer of the Company or any subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company or any subsidiary, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which directly relates to the consummation of the Merger, or any material respect development in connection with any covenantlitigation disclosed by the Company in or pursuant to this Agreement or the Company SEC Reports. Each of Parent, condition or agreement Acquisition and the Company hereby represent that, other than as previously disclosed to be complied with or satisfied by it under this Agreement; providedeach other on the Disclosure Schedule (which disclosures shall not constitute a breach), however, that no such notification shall affect the representations, warranties, covenants or agreements as of the parties or the conditions to the obligations date hereof they do not have any actual knowledge of a breach of the parties under representations and warranties being made by such other party pursuant to this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to use its 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 Offer and the other transactions contemplated by this Agreement and the Tender Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from Governmental Entities and third parties, (ivii) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation preparation of the transactions contemplated herebyForm S-4, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed the Offer Documents, and the Schedule 14D-9, and (viii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Tender Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the The Company shall give prompt notice to BioShield, and Parent will BioShield shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent BioShield, and BioShield shall give prompt notice to the Company, of:
(i) any notice or other communication from any person alleging that the consent of receipt such person is or may be required in connection with the transactions contemplated by this Agreement or the Company Tender Agreement;
(ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or the Tender Agreement; and
(iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting it or any demand for of its subsidiaries which, if pending on the purchase date of shares of Company Common Stock this Agreement would have been required to have been disclosed pursuant to Section 4.1 or 4.2 or which relate to the CGCLconsummation of the transactions contemplated by this Agreement or the Tender Agreement.
Appears in 1 contract
Reasonable Efforts; Notification. (ai) Upon Each of Parent and the terms Company shall act in good faith and reasonably cooperate with the other party in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. To the extent not prohibited by Applicable Laws, each party to this Agreement shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Laws in connection with the transactions contemplated by this Agreement. Each party to this Agreement shall give the other parties to this Agreement reasonable prior notice of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. None of the parties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties to this Agreement prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties to this Agreement will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. The parties acknowledge that the applicable waiting periods under the HSR Act have expired or been terminated.
(ii) Subject to Section 6.1(a)(iv) of this Agreement, each of Parent and the Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement, under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "ANTITRUST LAWS"). In connection therewith and subject to Section 6.1(a)(iv) of this Agreement, if any Action is instituted (or threatened to be instituted) challenging any transactions contemplated by this Agreement as inconsistent with or violative of any Antitrust Law, each of Parent and the conditions set forth Company shall cooperate and use all reasonable efforts vigorously to contest and resist such Action, and to have vacated, lifted, reversed, or overturned any Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless Parent determines that litigation is not in its best interests. Subject to Section 6.1(a)(iv) of this Agreement, each of Parent and the Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement.
(iii) Subject to Section 6.1(a)(iv) of this Agreement, each of the parties to this Agreement agrees to use its 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 to this Agreement 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish (A) the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all other necessary actions or nonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Entities Authorities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities) and taking all steps that may be necessary to avoid any suitAuthorities, claim, action, investigation or proceeding by any Governmental Entityif any), (iiiB) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) defending any suits, claims, actions, investigations parties related to or proceedings, whether judicial or administrative, challenging required in connection with the Offer and the Merger that are necessary to consummate the transactions contemplated by this Agreement or required to prevent a Material Adverse Effect on Parent or the consummation Company from occurring prior to or after the Effective Time, (C) the preparation of the transactions contemplated herebyProxy/Information Statement (if required), including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed (D) the execution and (v) executing and delivering delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything , and (E) the providing of all such information concerning such party, its Subsidiaries, its Affiliates and its Subsidiaries' and Affiliates' officers, directors, employees and partners as may be reasonably requested in connection with any of the matters set forth in this Agreement paragraph (iii).
(iv) At the request of Parent, the Company and its Subsidiaries shall agree to hold separate (including by trust or otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any action with respect to, or agree to any limitation on, any of their respective businesses, Subsidiaries or assets, provided that any such action is conditioned upon the consummation of the Offer and the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrarycontrary in this Section 6.1(a), neither Parent the Company nor any of its affiliates shall be under any obligation Subsidiaries shall, without Parent's prior written consent, agree to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a including by trust or otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any assets action with respect to, or categories agree to any limitation on, any of their respective businesses, Subsidiaries or assets. Anything to the contrary in this Agreement notwithstanding, Parent and its Subsidiaries shall not be required to hold separate (including by trust or otherwise) or to divest any of the respective businesses, Subsidiaries or assets of Parent or and any of its affiliates or Subsidiaries and/or the Company or and any of its subsidiaries Subsidiaries, or the holding separate of the shares of Company Common Stock (to take or shares of stock of the Surviving Corporation) agree to take any action with respect to, or imposing or seeking agree to impose any limitation on the ability of Parent or on, any of its subsidiaries or affiliates their respective businesses in order 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).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or satisfy any of the other transactions contemplated by their respective obligations under this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it including under this Agreement; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementSection 6.1.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions 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(b). Notwithstanding anything In connection with and without limiting the foregoing, the Company and the Company Board 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 or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated 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 and the other Transactions. Nothing in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under deemed to require any obligation party to make proposals, execute waive any substantial rights or carry out agreements agree to any substantial limitation on its operations or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) dispose of any assets significant asset or categories collection of assets assets. As promptly as practicable after the consummation of Parent or any of its affiliates or the Offer, the Company shall use all reasonable efforts to notify Parent of any actions or nonactions of, waivers, consents and approvals from, and registrations and filings with, Governmental Entities, and any of its subsidiaries consents, approvals 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 ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquirewaivers from third parties, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may would be required in connection with the Merger or any consummation of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity Merger in connection the event that Parent elects pursuant to Section 1.02 to merge the Company with the Merger or any and into Sub instead of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting merging Sub into the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. .
(b) The Company shall give prompt written notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; providedPROVIDED, 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, howeverHOWEVER, 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Technisource Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Offer and the Merger, and the other transactions Transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions Transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything ; PROVIDED, HOWEVER, that in this Agreement to the contrary, neither Parent nor connection with any of its affiliates shall be under any obligation to make proposals, execute filing or carry out agreements or submit to orders providing for the sale submission or other disposition action required to be made or holding separate (through taken by any Party to effect the establishment of a trust or otherwise) of any assets or categories of assets 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 the Company or any of its subsidiaries or the holding separate material portion of the shares of Company Common Stock (or shares of stock assets of the Surviving Corporation) or imposing or seeking to impose any limitation on Company. In connection with and without limiting the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquireforegoing, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other its Board of Directors shall (i) any notice take all action necessary to ensure that no state takeover statute or other communication from any person alleging that the consent of such person similar statute or regulation is or may be required in connection with becomes applicable to the Merger Offer, the Merger, this Agreement or any of the other transactions 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, (ii) any notice or other communication from any Governmental Entity in connection with take all action necessary to ensure that the Offer, the Merger or any of and the other transactions Transactions contemplated by this Agreement may be consummated 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 contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Sunbeam Corp/Fl/)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this 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 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 Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (iv) defending 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) executing the execution and delivering delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each each of the Company and Parent will give prompt notice to the other of shall (i) any notice take all action necessary to ensure that no state takeover statute or other communication from any person alleging that the consent of such person similar statute or regulation is or may be required in connection with becomes applicable to the Merger or any of Merger, the Offer, this Agreement and the other transactions contemplated by this Agreement, (ii) if any notice state takeover statute or other communication from any Governmental Entity in connection with similar statute or regulation becomes applicable to the Merger or any of Merger, the Offer, this Agreement and the other transactions contemplated by this Agreement, (iii) any litigation relating totake all action necessary to ensure that the Merger, involving the Offer and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or otherwise affecting regulation on the CompanyMerger, Parent or their respective subsidiaries that relates to the Merger or any of Offer, this Agreement and the other transactions contemplated by this Agreement. .
(b) The Company shall give prompt written notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder.
(i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act (and any other applicable foreign antitrust law or regulation) with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information that may be received from any Governmental Entity in connection with the HSR filing or any filings under applicable foreign antitrust laws and regulations.
(ii) The Company will furnish to Parent shall give prompt written notice to and Sub copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectHSR Documents")) between the Company, or any failure of Parent its respective representatives, on the one hand, and any Governmental Entity, or Merger Sub members of the staff of such agency or authority, on the other hand, with respect to comply with this Agreement or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementthe Merger; provided, however, that no such notification shall affect the representations, warranties, covenants (x) with respect to documents and other materials filed by or agreements on behalf of the parties Company with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Parent and Sub, copies will not be required to be provided to Parent and Sub and (y) with respect to any Company HSR Documents (1) that contain any information which, in the reasonable judgment of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., should not be furnished to Parent or Sub because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company to furnish any such Company HSR Documents to Parent and Sub shall be satisfied by the delivery of such Company HSR Documents on a confidential basis to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ pursuant to a confidentiality agreement in form and substance reasonably satisfactory to Parent. Except as otherwise required by United States regulatory considerations, Parent and Sub will furnish to the Company copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Parent HSR Documents")) between Parent, Sub or any of their respective representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with respect to this Agreement or the conditions Merger; provided, however, that (x) with respect to documents and other materials filed by or on behalf of Parent or Sub with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the Company, copies will not be required to be provided to the obligations Company, and (y) with respect to any Parent HSR Documents (1) that contain information which, in the reasonable judgment of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, should not be furnished to the Company because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the parties under this AgreementHSR Act, the obligation of Parent and Sub to furnish any such Parent HSR Documents to the Company shall be satisfied by the delivery of such Parent HSR Documents on a confidential basis to Fulbright & ▇▇▇▇▇▇▇▇ L.L.P. pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the Company.
(ciii) The Company Notwithstanding the foregoing, nothing contained in this Agreement shall give prompt notice be construed so as to Parent require Parent, Sub or the Company, or any of receipt by their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any assets or businesses of Parent, Sub, the Company or the Surviving Corporation or to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, or to seek and to have any demand for stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed (or to require Parent, Sub, the purchase Company or any of shares their respective subsidiaries or affiliates to agree to any of Company Common Stock pursuant the foregoing). The obligations of each party under Section 5.3(a) to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the CGCLreporting provisions of the HSR Act and with its obligations under this Section 5.3(c).
Appears in 1 contract
Sources: Merger Agreement (Emersub Lxxiv Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this 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 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 Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (iv) defending 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) executing the execution and delivering delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each each of the Company and Parent will give prompt notice to the other of shall (i) any notice take all action necessary to ensure that no state takeover statute or other communication from any person alleging that the consent of such person similar statute or regulation is or may be required in connection with becomes applicable to the Merger or any of Merger, the Offer, this Agreement and the other transactions contemplated by this Agreement, (ii) if any notice state takeover statute or other communication from any Governmental Entity in connection with similar statute or regulation becomes applicable to the Merger or any of Merger, the Offer, this Agreement and the other transactions contemplated by this Agreement, (iii) any litigation relating totake all action necessary to ensure that the Merger, involving the Offer and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or otherwise affecting regulation on the CompanyMerger, Parent or their respective subsidiaries that relates to the Merger or any of Offer, this Agreement and the other transactions contemplated by this Agreement. .
(b) The Company shall give prompt written notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder.
(i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act (and any other applicable foreign antitrust law or regulation) with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information that may be received from any Governmental Entity in connection with the HSR filing or any filings under applicable foreign antitrust laws and regulations.
(ii) The Company will furnish to Parent shall give prompt written notice to and Sub copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectHSR Documents")) between the Company, or any failure of Parent its respective representatives, on the one hand, and any Governmental Entity, or Merger Sub members of the staff of such agency or authority, on the other hand, with respect to comply with this Agreement or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementthe Merger; provided, however, that no such notification shall affect the representations, warranties, covenants (x) with respect to documents and other materials filed by or agreements on behalf of the parties Company with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Parent and Sub, copies will not be required to be provided to Parent and Sub and (y) with respect to any Company HSR Documents (1) that contain any information which, in the reasonable judgment of Fulbright & Jawo▇▇▇▇ ▇.▇.P., should not be furnished to Parent or Sub because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company to furnish any such Company HSR Documents to Parent and Sub shall be satisfied by the delivery of such Company HSR Documents on a confidential basis to Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇ ▇▇▇suant to a confidentiality agreement in form and substance reasonably satisfactory to Parent. Except as otherwise required by United States regulatory considerations, Parent and Sub will furnish to the Company copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Parent HSR Documents")) between Parent, Sub or any of their respective representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with respect to this Agreement or the conditions Merger; provided, however, that (x) with respect to documents and other materials filed by or on behalf of Parent or Sub with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the Company, copies will not be required to be provided to the obligations Company, and (y) with respect to any Parent HSR Documents (1) that contain information which, in the reasonable judgment of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ould not be furnished to the Company because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the parties under this AgreementHSR Act, the obligation of Parent and Sub to furnish any such Parent HSR Documents to the Company shall be satisfied by the delivery of such Parent HSR Documents on a confidential basis to Fulbright & Jawo▇▇▇▇ ▇.▇.P. pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the Company.
(ciii) The Company Notwithstanding the foregoing, nothing contained in this Agreement shall give prompt notice be construed so as to Parent require Parent, Sub or the Company, or any of receipt by their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any assets or businesses of Parent, Sub, the Company or the Surviving Corporation or to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, or to seek and to have any demand for stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed (or to require Parent, Sub, the purchase Company or any of shares their respective subsidiaries or affiliates to agree to any of Company Common Stock pursuant the foregoing). The obligations of each party under Section 5.3(a) to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the CGCLreporting provisions of the HSR Act and with its obligations under this Section 5.3(c).
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; providedPROVIDED, howeverHOWEVER, 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, 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; providedPROVIDED, howeverHOWEVER, 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the appraisal or purchase of shares of Company Common Stock rights pursuant to the CGCLDelaware Law or California Law, respectively.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties Company agrees to use its commercially 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 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 Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article 6 VI to be satisfied, ; (ii) obtaining all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations and filings with Governmental Entities) notices and taking all reasonable steps that as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental EntityEntity (including, without limitation, under the HSR Act); (iii) obtaining all necessary necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from third partiesthe non-governmental Third Parties (without requiring the Company or any of its Subsidiaries to expend more than a nominal amount to obtain such consent, qualification, approval, waiver or exemption); and (iv) defending 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) executing and delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)Transaction Documents.
(b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to make promptly any required submissions under the HSR Act and any other Antitrust Laws which the Company or Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Each of the Company and Parent will shall (1) give the other party prompt notice of the commencement or threat of commencement of any suit, claim, action, investigation or proceeding by or before any Governmental Entity with respect to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii2) keep the other party informed as to the status of any notice such suit, claim, action, investigation, proceeding or threat, (3) promptly inform the other party of any material communication concerning the HSR Act or other communication Antitrust Laws to or from any Governmental Entity regarding the Merger and (4) furnish to the other party such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act and any other Antitrust Laws. Except as may be prohibited by any Governmental Entity, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding under or relating to the HSR Act or any other Antitrust Law. Each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such legal proceeding.
(c) Each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall promptly (and in any event within five (5) Business Days) notify the other party in writing if it believes that such party has breached any representation, warranty, covenant or agreement contained in this Agreement that could, individually or in the aggregate, result in a failure of a condition set forth in Section 6.2 or Section 6.3 if continuing on the Closing Date.
(d) If any Antitakeover Laws are or may become applicable to the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries Company and the Company Board of Directors shall promptly grant such approvals and use commercially reasonable efforts to take such other lawful actions as are necessary so that relates to such transactions may be consummated as promptly as practicable on the Merger or any of the other transactions terms contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions Merger, as the case may be, and otherwise take such other commercially reasonable and lawful actions to eliminate or minimize the obligations effects of the parties under this Agreement. Parent shall give prompt written notice to the Company of such statute, and any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectregulations promulgated thereunder, 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; provided, however, that no on such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementtransactions.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Intraware Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 contemplated by this Agreementhereby, including using its commercially reasonable efforts to accomplish the following: including, without limitation (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the The Company shall give prompt notice to Parent, and Parent will or Acquisition Sub shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representations, warranties, covenants Agreement or agreements of the parties or the conditions (iii) any Material Adverse Effect with respect to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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 Agreementit; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Worldwide Restaurant Concepts Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 Merger, the Canadian Arrangement and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement ; provided, however, that a party shall not be obligated to take any action pursuant to the contraryforegoing if the taking of such action or the obtaining of any waiver, neither Parent nor any of its affiliates shall be under any obligation consent, approval or exemption is reasonably likely to make proposals, execute or carry out agreements or submit to orders providing for result in the sale or other disposition or holding separate (through the establishment imposition of a trust condition or otherwiserestriction of the type referred to in clause (ii), (iii), (iv) or (v) of any assets or categories of assets of Section 6.1(g) unless and to the extent such imposition is primarily attributable to an acquisition by Parent or any Parent Subsidiary announced or disclosed after the date of its affiliates this Agreement. In connection with and without limiting the foregoing, the Company, Parent and 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 Company Merger, this Agreement or any of its subsidiaries other transaction contemplated by this Agreement, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the holding separate of Merger, the shares of Company Common Stock (Canadian Arrangement, this Agreement or shares of stock of any other transaction contemplated by this Agreement, take all commercially reasonable action necessary so that the Surviving Corporation) or imposing or seeking to impose any limitation Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the ability terms contemplated by this Agreement and otherwise to minimize the effect of Parent such statute 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 regulation on the shares of Company Common Stock (or shares of stock of Merger and the Surviving Corporation)other transactions contemplated by this Agreement.
(b) Each of the The Company and Parent will give prompt notice shall keep the other apprised of the status of matters relating to the other completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents or governmental orders, including, without limitation: (i) promptly notifying the other of, and if in writing furnishing the other with copies of, any notice communications from or other communication from with any person alleging that Governmental Entity with respect to the consent of such person is or may be required in connection with Merger, the Merger Canadian Arrangement or any of the other transactions contemplated by this Agreement, ; (ii) permitting the other party to review in advance, and considering in good faith the view of one another in connection with, any notice or other proposed communication from with any Governmental Entity in connection with the Merger proceedings under or relating to any of the other transactions contemplated by this Agreement, antitrust law; and (iii) not agreeing to participate in any litigation meeting or discussion with any governmental authority in connection with proceedings under or relating toto any antitrust law unless it consults with the other party in advance, involving or otherwise affecting the Companyand, Parent or their respective subsidiaries that relates to the Merger or any of extent permitted by such governmental authority, gives the other transactions contemplated by this Agreementparty the opportunity to attend and participate. The Company shall give prompt written notice to Parent, and Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent Sub shall give prompt written notice to the Company Company, of (i) any representation or warranty made by it or Merger Sub contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of Parent or Merger Sub by it 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to 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 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement ; provided, however, that a party shall not be obligated to (A) take any action pursuant to the contraryforegoing if the taking of such action or the obtaining of any waiver, neither Parent nor any of its affiliates shall be under any obligation consent, approval or exemption is reasonably likely to make proposals, execute or carry out agreements or submit to orders providing for result in the sale or other disposition or holding separate (through the establishment imposition of a trust condition or otherwiserestriction of the type referred to in clause (ii), (iii) or (iv) of Section 6.01(f) or (B) sell, license or otherwise dispose of, hold separate or otherwise divest itself of any assets material portion of the business or categories of assets of the Company, any Company Subsidiary, Parent or any of its affiliates or Parent Subsidiary in order to consummate the Company or any of its subsidiaries or transactions contemplated by this Agreement. In connection with and without limiting 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 ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquireforegoing, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of Parent, the Company and Parent will give prompt notice to the other their respective Boards of Directors shall (i) take all action necessary so that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any notice other transaction contemplated by this Agreement and (ii) if any takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other communication from any person alleging transaction contemplated by this Agreement, take all action necessary so that the consent Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such person is statute or may be required in connection with regulation on the Merger or any of and the other transactions contemplated by this Agreement, .
(iib) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent Sub shall give prompt written notice to the Company Company, of (i) any representation or warranty made by it or Merger Sub contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of Parent or Merger Sub by it 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this Section 5.5, 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 Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 and (viv) executing the execution and delivering delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, the Company and its Board 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 Merger, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, take all action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the contraryeffect of such statute or regulation on the Merger and (iii) cooperate with Parent and Sub in the arrangements for refinancing any indebtedness of, neither Parent nor or obtaining any of its affiliates shall be under any obligation to make proposalsnecessary new financing for, 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 or any of its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of and the Surviving Corporation) , it being understood that the failure to obtain any such financing 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 Company Common Stock (or shares of stock of the Surviving Corporation)refinancing shall not be a basis for terminating this Agreement.
(b) Each of the The Company shall give prompt notice to Parent, and Parent will or Sub shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder.
(i) The Company and Parent shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. The cost of such filings shall be borne by Parent. (ii) The Company will furnish to Parent shall give prompt written notice to and Sub copies of all correspondence, filings or communications (or memoranda setting forth the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectsubstance thereof) between the Company, or any failure of Parent its respective representatives, on the one hand, and any Governmental Entity, 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; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements members of the parties staff of such agency or authority, on the other hand, with respect to this Agreement or the conditions Merger; Parent and Sub will furnish to the obligations A-22 28 Company copies of all correspondence, filings or communications (or memoranda setting forth the parties under substance thereof) between Parent, Sub or any of their respective representatives, on the one hand, and any governmental agency or authority, on the other hand, with respect to this AgreementAgreement or the Merger.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 8 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or either Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of Parent or either 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock appraisal rights pursuant to 3-203 of the CGCLMGCL.
(d) The Company shall promptly deliver to each Company Stockholder the Investor Questionnaire and shall use commercially reasonable efforts to cause each Company Stockholder to complete and return an executed copy of the Investor Questionnaire prior to the Closing.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of its subsidiaries or the holding separate of the shares of Company Common Capital Stock (or shares of stock of the Surviving Corporation) 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 Company Common Capital Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock appraisal rights pursuant to Section 262 of the CGCLDGCL.
Appears in 1 contract
Sources: Merger Agreement (Serviceware Technologies Inc/ Pa)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Offer, the Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other its Board of Directors shall (i) take all reasonable actions available to them to ensure that neither the Rights Plan nor any notice state takeover statute or other communication from any person alleging that the consent of such person similar statute or regulation is or may be required in connection with becomes applicable to the Merger Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement, Agreement and (ii) if the Rights Plan or any notice state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement or any other communication from any Governmental Entity in connection with transaction contemplated by this Agreement, take all reasonable actions available to them to ensure that the Offer, the Merger or any of and the other transactions contemplated by this AgreementAgreement may be consummated 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, (iii) any litigation relating tothe Merger, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of this Agreement and the other transactions contemplated by this Agreement. The 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,
(b) Company shall give prompt written notice to Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company parties hereto shall give prompt notice take all actions as may be reasonably necessary to Parent of receipt by fulfill the Company of any demand for Funding Conditions set forth in the purchase of shares of Company Common Stock pursuant to the CGCLFunding Commitments.
Appears in 1 contract
Sources: Merger Agreement (Urs Corp /New/)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this 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 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 Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactionsnon actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and taking all reasonable steps that 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) obtaining all necessary consents, approvals or waivers from third parties, including but not limited to those set forth in Section 3.1(d) of the Landmark Disclosure Letter or the Supplemental Disclosure Letter, (iviii) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, 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, Landmark and its Board of Directors will take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement to the contrary, neither Parent nor any of its affiliates shall may 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 or any of 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 consummated as promptly as practicable on the ability of Parent or any of its subsidiaries or affiliates terms contemplated by this Agreement and otherwise to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of minimize the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent effect of such person is statute or may be required in connection with regulation on the Merger or any of and the other transactions contemplated by this Agreement, .
(iib) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall Landmark will give prompt written notice to Parent ASG, and ASG will give prompt notice to Landmark, of: (i) the breach of any material representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectAgreement, or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall will affect the representations, warranties, covenants covenants, or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to Agreement and (iii) any pending or threatened suit, action or proceeding contemplated by Section 6.1(c) of this Agreement or the Company recommendation by the staff of the Federal Trade Commission or the staff of the Antitrust Division of the Justice Department of the commencement of any representation suit, action or warranty made proceeding contemplated by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure Section 6.1(c) 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 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 that 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 partiesparties 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) executing and delivering the execution or delivery of any additional instruments not inconsistent with the terms of this Agreement reasonably necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement. Notwithstanding anything 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 contrary, neither Parent nor any effect of its affiliates shall be under any obligation to make proposals, execute such statute 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 or any of 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 regulation 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 Company Common Stock (or shares of stock of the Surviving Corporation)Transactions and this Agreement.
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of Cloudtech upon becoming aware that any representation or warranty made by it contained in this Agreement becoming has become untrue or inaccurate in any material respect, or of any failure of the 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 ARTICLE VI 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. Parent shall give prompt written notice The Company will notify Cloudtech of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its subsidiaries that relate to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements consummation of the parties or the conditions to the obligations of the parties under this AgreementMerger.
(c) The Company APG shall give prompt notice use reasonable best efforts to Parent of receipt assist Cloudtech and the Surviving Corporation to prepare and file an Information Statement on Schedule 14C, to properly and accurately address any comments from the SEC and have the Information Statement cleared by the Company SEC.
(d) APG shall work with Cloudtech and the Surviving Corporation for any claim or demand by any person seeking dissenters’ or appraisal rights for any amounts payable to such holder of capital stock as a result of the exercise by any demand for the purchase such holder of shares of Company Common Stock dissenter’s rights pursuant to Section 262 of the CGCLDelaware General Corporation Law.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties Parties agrees to use its 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, practicable the Merger Transactions and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfiedobtaining of all other necessary actions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iii) the preparation of the Company Proxy Statement and Company Registration Statement, and (iv) defending any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each Notwithstanding anything to the contrary in Section 6.2(a), (i) neither the Investor nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a material adverse effect on the value, condition (financial or otherwise), business or results of operations or prospects of the Investor and its Subsidiaries taken as a whole or of the Company and Parent will its Subsidiaries taken as a whole, or all such entities taken together, and (ii) the Investor shall not be required to waive any of the conditions to the Transactions set forth in Section 8.1 and Section 8.2.
(c) The Company shall give prompt notice to the other Investor of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming that to the Knowledge of the Company has become untrue or inaccurate in any material respect, respect or any failure (ii) to the Knowledge of the Company Company, the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations of the parties Parties under this Agreement. Parent .
(d) The Investor shall give prompt written notice to the Company of (i) any representation or warranty made by it or Merger Sub contained in this Agreement becoming that to the knowledge of the Investor has become untrue or inaccurate in any material respectrespect or (ii) to the knowledge of the Investor, or any the failure of Parent or Merger Sub by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations of the parties Parties under this Agreement.
(ce) The Company shall give prompt notice to Parent the Investor, and the Investor shall give prompt notice to the Company, of:
(i) any notice or other communication received by it from any Person alleging that the Consent of receipt such Person is or may be required in connection with the transactions contemplated by this Agreement;
(ii) any notice or other communication received by it from any Governmental Authority in connection with the Company transactions contemplated by this Agreement; and
(iii) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of the Company, or to the knowledge of the Investor, as applicable, threatened against, relating to or involving or otherwise affecting it or any demand for of its Subsidiaries which, (A) if pending on the purchase date of shares of Company Common Stock this Agreement would have been required to have been disclosed pursuant to Section 3.13, 3.14, 3.16 or 3.17 or (B) relate to this Agreement or the CGCLconsummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Reasonable Efforts; Notification. (a) 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 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 that 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 partiesparties 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) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byTransactions, 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 Legal Requirement is or becomes applicable to the Transactions or this Agreement, use its commercially reasonable efforts to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Transactions and this Agreement. Notwithstanding anything in this Agreement herein to the contrary, neither Parent nor any of its affiliates nothing in this Agreement shall be under any obligation deemed 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 require Parent or any subsidiary or affiliate of its affiliates Parent (x) to agree to any divestiture by itself or the Company or any of its subsidiaries their respective affiliates of shares of capital stock or of any business, assets or property, or the holding separate imposition 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 ability of Parent or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership such assets, properties and stock (any such actions, an "ACTION OF DIVESTITURE"), or (y) to utilize commercially reasonable efforts, or otherwise, in 50 responding to formal requests for additional information or documentary material pursuant to 16 C.F.R. 830.20 under the HSR Act, or any other Antitrust Law, for a period of time exceeding sixty (60) days from the shares receipt of Company Common Stock (or shares of stock of the Surviving Corporation)any such initial request.
(b) Each of the The Company and Parent will shall give prompt notice to the other of Parent (i) upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of the Company to comply with or satisfy 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 ARTICLE VI hereof would not be satisfied, (ii) upon becoming aware that any representation or warranty made by it in SECTION 2.7 hereof has become untrue or inaccurate in any respect, (iii) upon receipt by it of any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementTransactions, (iiiv) upon becoming aware of any notice pending or other communication from threatened investigation or inquiry by any Governmental Entity questioning the accuracy of any of the Company's financial statements or their conformity with the published rules and regulations of the SEC or with GAAP or the historical stock-based compensation practices of the Company, and (v) upon receipt by it of any comments from the SEC or its staff on any Company SEC Report or of any request by the SEC or its staff for amendments or supplements to any Company SEC Report or for any information in connection with any Company SEC Report or in connection with any of the Merger matters referred to in clause (iv) of this sentence, and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other transactions contemplated by this Agreementhand, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates with respect to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectSEC Reports; PROVIDED, or any failure of the 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; provided, howeverHOWEVER, 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. Parent shall give prompt written notice to by the Company of any representation or warranty made by it or Merger Sub contained in pursuant to this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no such notification SECTION 5.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending 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) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of its subsidiaries or the holding separate of the shares of Company Common Capital Stock (or shares of stock of the Surviving Corporation) 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 Company Common Capital Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this AgreementMerger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any consummation of the other transactions contemplated by this AgreementMerger. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectinaccurate, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock appraisal rights pursuant to Section 262 of the CGCLDGCL and any other applicable law.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Reasonable Efforts; Notification. (a) Upon Each of the terms and subject parties shall cooperate with the other parties in connection with any filing to be made with respect to the conditions set forth fairness hearing to be held under the California Securities Law of 1986 pursuant to Section 5.3(e) hereof (the "Fairness Hearing") including, with respect to the party making a filing, providing copies of all requisite documents to the non-filing parties and their respective advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested by such non-filing party in this Agreementconnection therewith.
(i) Each party shall use all commercially reasonable efforts to furnish to each of the other parties all information required for any application or other filing to be made pursuant to the Fairness Hearing. Each party shall promptly inform the other parties of any communication with, each and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding the Fairness Hearing. No party shall independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the Fairness Hearing.
(ii) Each of the parties agrees to use its 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 Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish (A) the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all other necessary actions or nonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Entities Authorities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities) and taking all steps that may be necessary to avoid any suitAuthorities, claim, action, investigation or proceeding by any Governmental Entityif any), (iiiB) the obtaining of all necessary consents, approvals or waivers from third partiesparties set forth in Schedule 6.3(f) in the Miva Disclosure Schedule, (iv) defending 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 (vC) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions transaction contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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.
(ciii) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant Notwithstanding anything to the CGCLcontrary in this Agreement, (A) neither FindWhat nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on FindWhat combined with the Surviving Corporation after the Effective Time, (B) prior to the Effective Time, Miva shall not be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Miva, (C) neither party nor their respective subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the benefits expected, as of the date hereof, to be realized by such party or its subsidiaries from consummation of the Merger and (D) neither party shall be required to waive any of the conditions to the Merger set forth in Article VI as they apply to such party.
Appears in 1 contract
Sources: Merger Agreement (Findwhat Com Inc)
Reasonable Efforts; Notification. (a) Upon the terms and -------------------------------- subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, or as appropriate to refrain from taking (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, or as appropriate to refrain from doing, 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 Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish (a) the following: (i) causing obtaining in the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining most expeditious manner as possible 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 and filings (including registrations, declarations registrations and filings with the appropriate Governmental Entities) , including the SEC and the Antitrust Authorities, if applicable, and the taking of all reasonable steps that as may be necessary to obtain Permits or waivers from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiib) the obtaining all necessary consentsof the MI Material Consent to the extent set forth in Section 7.7 hereof and, approvals or waivers from third partiesonce the MI Material Consent is obtained, the maintaining in effect of the MI Material Consent, (ivc) 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 Merger 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 (vd) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions Merger contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, neither Parent nor any of the parties shall (including through its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or officers and directors and other disposition or holding separate (through the establishment of a trust or otherwiseappropriate personnel) of any assets or categories of assets of Parent or any of its affiliates or the Company or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice take all reasonable action necessary to ensure that no U.S. state takeover, business combination, control share, fair price or other communication from any person alleging that the consent of such person fair value statute or similar statute or regulation is or may be required in connection with becomes applicable to this Agreement or the Merger or any of the other transactions contemplated by this Agreement, and (ii) if any notice U.S. state takeover, business combination, control share, fair price or other communication from any Governmental Entity in connection with fair value statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries take all reasonable action to ensure that relates to the Merger contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or any of regulation on this Agreement and the other transactions Merger contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement including Section 5.02, each of the parties agrees to 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 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 contemplated by this AgreementMerger, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 herebyMerger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (iv) obtaining the Financing (consistent with the limitations in Section 6.03(e)) and (v) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the The Company shall give prompt notice to Parent, and Parent will or Sub shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company's assets or limits on the Company's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Merger relating to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order ("Antitrust Laws") or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws.
(d) Parent shall give prompt notice no less frequently than weekly inform the Company of the current status (including all material developments and in reasonable detail) of the Financing or any alternative financing thereto for the consummation of the Merger and the expected timing for the closing of the Financing or such alternative financing, and provide copies of material documentation or other material written materials to the Company as the Company may reasonably request in writing from time to time.
(e) Parent may, from time to time, amend Section 4.07 of receipt the Parent Disclosure Letter without the consent of the Company or any other person to accurately set forth the then current material details of the Financing; provided, however, that in no event shall Section 4.07 of the Parent Disclosure Letter, the Financing or this Agreement (i) require the sale or issuance prior to the Effective Time of any securities of the Company or any Company Subsidiary, (ii) require the taking of any action by the Company Board or by any board of directors of any demand for the purchase of shares of Company Common Stock pursuant Subsidiary at or prior to the CGCLEffective Time with respect to the offer, sale or issuance of any securities of the Company or any Company Subsidiary at or prior to the Effective Time or (iii) require the delivery by any Representative of the Company or of any Company Subsidiary of any certificate or document prior to the Effective Time or, in such Representative's capacity as a Representative of the Company (as opposed to his or her capacity as a Representative of the Surviving Corporation), at the Effective Time with respect to the offer, sale or issuance of any securities of the Company or any Company Subsidiary at or prior to the Effective Time. For the avoidance of doubt, nothing in the foregoing proviso is intended to restrict the ability of the Surviving Corporation to offer, sell or issue any securities of the Surviving Corporation at or after the Effective Time or to have Representatives of the Surviving Corporation take any action in connection therewith.
Appears in 1 contract
Sources: Merger Agreement (Roto-Rooter Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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, (iv) the execution and (v) executing and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement , (v) reasonably cooperating with all potential sources of financing to the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company Investor and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required Newco in connection with the Merger, and the other 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 and (vi) if necessary to obtain recapitalization accounting treatment of the Merger and the transactions contemplated by that Agreement, restructuring the Merger and the transactions contemplated by this Agreement. In connection with and without limiting the foregoing, the Company and its Board 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 Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement, Agreement or the Stockholder Agreement and (ii) if any notice state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any other communication from any Governmental Entity in connection with transaction contemplated by this Agreement or the Stockholder Agreement, take all action reasonably necessary to ensure that the Merger or any of and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require the Investor to dispose of or hold separate any asset or collection of assets.
(b) The Company shall give prompt written notice to Parent the Investor of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or (ii) the failure by it or any failure Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement; provided, however, that no such notification shall affect -------- ------- the representations, warranties, covenants or agreement of the parties or the conditions to the obligations of the parties under this Agreement.
(c) The Investor shall give prompt notice to the Company of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the failure by it 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, or any material adverse development with respect to the financing contemplated by Section 5.7; ----------- 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 to Closing 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 46 41 steps that as may be necessary to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (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 to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger Merger, this Agreement or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with use all reasonable efforts to ensure that the Merger or any of and the other transactions contemplated by this AgreementAgreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of this Agreement and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent to dispose of any significant asset or collection of assets.
(b) The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate such that the condition set forth in any material respect, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to Section 6.02(a) would not be complied with or satisfied by it under this Agreement; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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 Agreementsatisfied; 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) The Company Parent shall give prompt notice to Parent of receipt by the Company of any demand for representation or warranty made by it or Sub contained in this Agreement becoming untrue or inaccurate such that the purchase condition set forth in Section 6.03(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, 47 42 covenants or agreements of shares of Company Common Stock pursuant the parties or the conditions to the CGCLobligations of the parties under this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Gynecare Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything 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 Merger, this Agreement or any other transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the term contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the other transactions contemplated by this Agreement. Nothing in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation deemed to make proposals, execute or carry out agreements or submit require Parent to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) dispose of any assets significant asset or categories collection of assets of Parent or any of its affiliates or the Company or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)assets.
(b) Each of the Company and Parent will party shall give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Digitalthink Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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) and the taking of all reasonable steps that 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, (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 Merger and other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed hereby and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Merger and other transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)hereby.
(b) Each of the Company and Parent will give prompt notice party shall, subject to the other of applicable Law, (i) promptly notify the other party of any notice or other written communication to that party from any person alleging that the consent of such person is or may be required in connection Governmental Entity with respect to this Agreement and the Merger or any of and permit the other transactions contemplated by this Agreementparty to review in advance any proposed written communication to the foregoing, (ii) consult with the other parties in advance with respect to, and gives the other party the opportunity to attend and participate at, any notice substantive meeting or other communication from discussion with any Governmental Entity in connection with respect of any filings, investigation or inquiry concerning this Agreement or the Merger or any of the other transactions contemplated by this Agreement, and (iii) unless subject to any litigation relating toapplicable privilege, involving or otherwise affecting furnish the Companyother party with copies of all correspondence, Parent or filings, and written communications between them and their respective subsidiaries that relates to representatives on the Merger or one hand and any of Governmental Entity on the other transactions contemplated by this Agreement. The Company shall give prompt written notice hand, with respect to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of and the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 AgreementMerger.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Refac)
Reasonable Efforts; Notification. (a) Upon Other than taking any action permitted by Section 5.4(c) hereof, upon the terms and subject to the conditions set forth in this Agreement, Agreement each of the parties agrees to use its 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 Merger and the other transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 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 that 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 partiesparties 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) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byTransactions, 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 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 in this Agreement herein to the contrary, neither Parent nor any of its affiliates nothing in this Agreement shall be under any obligation deemed 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 require Parent or any subsidiary or affiliate of its affiliates Parent to agree to any divestiture by itself or the Company or any of its subsidiaries their respective affiliates of shares of capital stock or of any business, assets or property, or the holding separate imposition of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any material limitation on the ability of Parent or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation)such assets, properties and stock.
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of upon becoming aware that any representation or warranty made by it contained in this Agreement becoming has become untrue or inaccurate in any material respect, or of any failure of the 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; provided, howeverin each case, such 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained set forth in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to Article VI hereof would not be complied with or satisfied by it under this Agreementsatisfied; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Avantgo Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) 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) executing and delivering the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement herein to the contrary, neither Parent nor any of its affiliates nothing in this Agreement shall be under deemed to require the Purchaser or the Seller or an affiliate thereof to agree to 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 divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the Company or imposition of any of 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 material limitation on the ability of Parent or any of its subsidiaries or affiliates them to conduct their business or to 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).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent control of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreementassets, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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 Agreementproperties and stock.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its 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 reasonably practicable, the Merger Closing, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company Selling Parties shall give prompt written notice to Parent Buyer, and Buyer shall give prompt notice to the Selling Parties, of (i) any representation or warranty made by it such party contained in this Agreement becoming that has become untrue or inaccurate in any material respect, or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representationsnot, warrantiesin and of itself, covenants excuse or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no such notification shall otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Asset Purchase Agreement (Home Interiors & Gifts Inc)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions 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(b). Notwithstanding anything In connection with and without limiting the foregoing, the Company and the Company Board 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 or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated 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 and the other Transactions. Nothing in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under deemed to require any obligation party to make proposals, execute waive any substantial rights or carry out agreements agree to any substantial limitation on its operations or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) dispose of any assets significant asset or categories collection of assets assets. As promptly as practicable after the consummation of Parent or any of its affiliates or the Offer, the Company shall use all reasonable efforts to notify Parent of any actions or nonactions of, waivers, consents and approvals from, and registrations and filings with, Governmental Entities, and any of its subsidiaries consents, approvals 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 ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquirewaivers from third parties, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may would be required in connection with the Merger or any consummation of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity Merger in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating event that Parent elects pursuant to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.4, each of the parties ----------- Company and CFW 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 Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. Notwithstanding anything in the foregoing, neither the Company nor CFW 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, the Company and its Board 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 Merger and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, take all action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the contrary, neither Parent nor any effect of its affiliates shall be under any obligation to make proposals, execute such statute 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 or any of 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 regulation 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 Company Common Stock (or shares of stock of the Surviving Corporation)Merger.
(b) Each of the The Company shall give prompt notice to CFW, and Parent will CFW shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder.
(i) Each of the Company and CFW shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Parent shall give prompt written notice Each of the Company and CFW agrees to use its reasonable best efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act.
(ii) Except as otherwise required by United States regulatory considerations, each party will furnish to the Company other party copies of any representation all correspondence, filings or warranty made by it communications (or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectmemoranda setting forth the substance thereof) (collectively, "HSR Documents") between it, or any failure of Parent ------------- its respective representatives, on the one hand, and any Governmental Entity, or Merger Sub members of the staff of such agency or authority, on the other hand, with respect to comply with this Agreement or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementthe Merger; provided, however, that no (x) with respect to documents and other materials filed by or on behalf of such notification shall affect party with the representations, warranties, covenants or agreements Antitrust Division of the parties Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the conditions other party, copies will not be required to be provided to the obligations other party and (y) with respect to any HSR Documents (A) that contain any information which, in the reasonable judgment of such party's counsel, should not be furnished to the other party because of antitrust considerations or (B) relating to a request for additional information pursuant to Section (e)(1) of the parties under this AgreementHSR Act, the obligation of such party to furnish any such HSR Documents to the other party shall be satisfied by the delivery of such HSR Documents on a confidential basis to the other party's counsel pursuant to a confidentiality agreement in form and substance reasonably satisfactory to each party.
(ciii) The Company Nothing contained in this Agreement shall give prompt notice be construed so as to Parent require CFW or the Company, or any of receipt by their respective subsidiaries or Affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any material assets or businesses of CFW, the Company or the Surviving Corporation (or to require CFW, the Company or any of their respective subsidiaries or Affiliates to agree to any demand for of the purchase foregoing). The obligations of shares each of the Company Common Stock pursuant and CFW under Section 5.4(a) to use its reasonable best efforts with respect -------------- to antitrust matters shall be limited to compliance with the CGCL.reporting provisions of the HSR Act and with its obligations under this Section 5.4(c). --------------
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to will 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) making of all registrations and filings and obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations Consents from Governmental Entities (including in connection with the HSR Act and any other applicable Law) 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 that 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, provided, that, Parent will not be required to agree, and the Company will not agree without Parent’s consent, to waive any rights or accept any limitations on its operations or to dispose of any assets in connection with obtaining any such consent or authorization, but at Parent’s written request, the Company will agree to any such waiver, limitation or disposal, which agreement may, at the Company’s option, be conditioned upon and effective as of the Effective Time, (ii) the responding to any information requests from Governmental Entities as soon as reasonably practicable, (iii) the obtaining of all necessary consents, approvals Consents or waivers from third parties, (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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, the Company and the Company Board will (i) use commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, use commercially reasonable efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. To the extent permitted by applicable Law relating to the contraryexchange of information, neither (i) the Company will promptly furnish Parent nor any with copies of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale notices 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 communications received by the Company or from any of its subsidiaries or Governmental Entity with respect to the holding separate of Transactions, (ii) the shares of Company Common Stock will promptly furnish such necessary information and reasonable assistance as Parent may reasonably request in connection with the foregoing, and (or shares of stock of the Surviving Corporationiii) 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent and their respective counsel will give prompt notice have the right to review in advance, and to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of extent practicable each will consult the other transactions contemplated by this Agreementon, (ii) any notice filing made with, or other communication from written materials submitted to, any Governmental Entity in connection with the Merger or any of and the other transactions contemplated by this AgreementTransactions. The Company and Parent will provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions.
(iiib) any litigation relating toThe Company will give prompt notice to Parent, involving and Parent or otherwise affecting Sub will give prompt notice to the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or Company Material Adverse Effect becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the Company by it 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; provided, however, that no such notification shall will affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Offer and the Merger, and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder 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 reversed, and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to In connection with and without limiting the contraryforegoing, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other its Board of Directors shall (i) any notice take all reasonable actions available to them to ensure that no state takeover statute or other communication from any person alleging that the consent of such person similar statute or regulation is or may be required in connection with becomes applicable to the Merger Offer, the Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement, Agreement or the Stockholder Agreement and (ii) if any notice state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other communication from any Governmental Entity in connection with transaction contemplated by this Agreement or the Stockholder Agreement, take all reasonable actions available to them to ensure that the Offer, the Merger or any of and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated 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 Offer, the Merger, this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of 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 agree to dispose of any significant assets or businesses of the Company, Parent or any of their respective subsidiaries.
(b) The Company shall give prompt written notice to Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or any (ii) the failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (Corange LTD)
Reasonable Efforts; Notification. (a) 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 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 contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the followingincluding, without limitation: (i) causing the conditions precedent set forth securing of all Governmental Approvals (as defined in Article 6 to be satisfiedSection 5.12 hereof) in accordance with the provisions of Section 5.12 hereof, (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations from Governmental Entities and making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and taking all steps that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third partiesparties other than Governmental Entities, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully effectuate the purposes of, this 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) executing and delivering order adversely affecting the ability of any additional instruments necessary party hereto to consummate the transactions contemplated hereby. Parent hereby agrees to use its commercially reasonable best efforts to complete the financing contemplated by, and on substantially the terms set forth in, the Financing Commitment. In the event that such financing is or becomes unavailable, Parent shall exert reasonable efforts to fully carry out obtain alternative financing on substantially the purposes of, this Agreement. Notwithstanding anything same terms set forth in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute Financing Commitment or carry out agreements or submit to orders providing for the sale or on 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)commercially reasonable terms.
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectMaterial Respect (as defined in Section 8.3(c) hereof and employed consistently throughout this Agreement), or any (ii) the failure of the Company by it to comply with or satisfy in any material respect Material Respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, howeveror (iii) the occurrence of an event or events which, that no such notification shall affect individually or in the representationsaggregate, warrantiesis reasonably likely to have a Company Material Adverse Effect, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementParent Material Adverse Effect, as applicable. Parent The Company shall give prompt written notice to Parent (i) of the commencement of, or, to the extent the Company of has knowledge thereof, the threat of, any representation litigation involving or warranty made by it affecting the Company or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respectsubsidiary, or any failure of their respective properties or assets, or, to the Company’s knowledge, any employee, agent, director or officer of the Company or any subsidiary, in his or her capacity as such, which, if pending on the date hereof, would have been required to have been disclosed by the Company in or pursuant to this Agreement and (ii) of any material development in connection with any litigation disclosed by the Company in or pursuant to this Agreement or in the Company SEC Reports. Each of Parent or Merger Sub to comply with or satisfy in any material respect any covenantand the Company hereby represents that, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements as of the parties or the conditions to the obligations date hereof, it does not have any actual knowledge of a breach of the parties under representations and warranties being made by such other party in or pursuant to this Agreement.
(c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Sources: Merger Agreement (PDS Gaming Corp)
Reasonable Efforts; Notification. (a) Each of the parties hereto agrees to promptly effect all necessary filings required to be made by it under the HSR Act and any other domestic or foreign antitrust law, rule or regulation. Each of the Parent and the Subs agrees to (i) promptly effect all necessary filings required to be made by them under any domestic or foreign antitrust law, rule or regulation, and (ii) promptly take, or cause their affiliates to take, if required by the Federal Trade Commission or its staff, the Assistant Attorney General in charge of the Antitrust Division or her staff, any state attorney general or its staff, or any other Governmental Entity, in each case in order to consummate the Mergers, all steps (including executing agreements and submitting to judicial or administrative orders) to secure government antitrust clearance (including by avoiding or setting aside any preliminary or permanent injunction or other order of any Governmental Entity), including, without limitation, all steps to make arrangements for or to effect the sale or other disposition of particular assets or categories of assets or businesses of Parent, the Subs, any of their affiliates and/or the L▇▇▇▇▇▇ Entities and to hold separate (including, without limitation, pursuant to arrangements which restrict, limit or prohibit access to the L▇▇▇▇▇▇ Entities and/or the voting of shares of capital stock of the L▇▇▇▇▇▇ Entities) pending such sale or other disposition of particular assets or categories of assets, businesses or voting securities of the L▇▇▇▇▇▇ Entities. All the actions required to be taken or to be taken hereunder by Parent, the Subs or their affiliates pursuant to this Section 5.6 will be consistent with their respective obligations under applicable law or any agreement to which any of such person is a party.
(b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 other things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all other 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 other reasonable steps that 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, (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 and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in In connection with and without limiting the foregoing, the Companies and their respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Mergers, this Agreement to the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice use all reasonable efforts to ensure that the Mergers and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or other communication from any Governmental Entity in connection with regulation on the Merger or any of Mergers and the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the 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; 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its 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 Merger Merger, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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, (iv) the execution and (v) executing and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement , (v) reasonably cooperating with all potential sources of financing to the contrary, 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation).
(b) Each of the Company Investor and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required Newco in connection with the Merger, and the other 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 and (vi) if necessary to obtain recapitalization accounting treatment of the Merger and the transactions contemplated by that Agreement, restructuring the Merger and the transactions contemplated by this Agreement. In connection with and without limiting the foregoing, the Company and its Board 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 Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement, Agreement or the Stockholder Agreement and (ii) if any notice state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any other communication from any Governmental Entity in connection with transaction contemplated by this Agreement or the Stockholder Agreement, take all action reasonably necessary to ensure that the Merger or any of and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of Stockholder Agreement and the other transactions contemplated by this Agreement or the Stockholder Agreement. Nothing in this Agreement shall be deemed to require the Investor to dispose of or hold separate any asset or collection of assets.
(b) The Company shall give prompt written notice to Parent the Investor of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, respect or (ii) the failure by it or any failure Subsidiary to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it or any Subsidiary under this Agreement; provided, however, that no such notification shall -------- ------- affect the representations, warranties, covenants or agreement of the parties or the conditions to the obligations of the parties under this Agreement.
(c) The Investor shall give prompt notice to the Company of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the failure by it 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, or any material adverse development with respect to the financing contemplated by Section 5.7; ----------- 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. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
Appears in 1 contract
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto 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 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) 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 that 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, (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 Document or the consummation of the transactions contemplated herebyContemplated Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Contemplated Transactions and to fully carry out the purposes of, this Agreement. 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 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 or any of 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 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 Company Common Stock (or shares of stock of the Surviving Corporation)Transaction Documents.
(b) Each of the The Company shall give prompt notice to Merger Subsidiary, and Parent will Merger Subsidiary shall give prompt notice to the other Company, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement any Transaction Document becoming untrue or inaccurate in any material respectrespect such that the Stockholder Prerequisite set forth in clause (c) of Schedule D of the Tender Agreement would not be satisfied, or any (ii) the failure of the Company by it to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementany Transaction Document such that the Stockholder Prerequisite set forth in clause (d) of Schedule D of the Tender Agreement 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. Parent shall give prompt written notice the Transaction Documents, and provided further, that the Tender Offer Prospectus relating to the Company Offer shall have fully disclosed the risk of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, such condition or agreement failing to be complied with or satisfied by it under this Agreement; 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 Agreementsatisfied.
(c) The Company Nothing in Section 6.03 or otherwise in the Transaction Documents shall give prompt notice require Merger Subsidiary or Parent to Parent dispose of receipt by any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03 or otherwise in the Transaction Documents shall authorize the Company to commit or agree to any of the foregoing, to obtain any demand for the purchase of shares of Company Common Stock pursuant consents, approvals, permits or authorizations or to remove any impediments to the CGCLOffer or the Merger relating to any mandatory pre-merger notification and approval requirements under antitrust, competition or pre-merger notification law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws.
Appears in 1 contract
Sources: Merger Agreement (Exar Corp)
Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to 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 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 contemplated by this AgreementTransactions, including using its commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) observance of all applicable waiting periods and 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) and the taking of all reasonable steps that 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 partiesPersons, (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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. Notwithstanding anything in this Agreement to the contrary; provided, neither however, that Parent nor or any of its affiliates shall not be under required to (A) take or refrain from taking any obligation action or agree to make proposalsany restriction or condition (including any sales, execute divestitures, dispositions or carry out agreements changes in business practice) with respect to any of the existing or submit future assets or operations of the Company or any of the Company Subsidiaries that would, individually or in the aggregate, reasonably be expected to orders providing for the sale have a Company Material Adverse Effect or other disposition (B) agree to, or holding proffer to, divest or hold separate (through the establishment of a trust or otherwise) of any assets or categories any portion of assets any business of Parent or any of its affiliates or (other than the Company or any of its subsidiaries the Company Subsidiaries), in each case in order to resolve any objection to the Transactions raised by any United States Federal, state or local Governmental Entity. In connection with and without limiting the holding separate of foregoing, the shares of Company Common Stock and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or shares of stock of similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Surviving Corporation) or imposing or seeking to impose any limitation Transactions may be consummated as promptly as practicable on the ability terms contemplated by this Agreement and otherwise to minimize the effect of Parent such statute 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 regulation on the shares of Company Common Stock (or shares of stock of the Surviving Corporation)Transactions.
(b) Each of the The Company shall give prompt notice to Parent, and Parent will Parent, Holdings or Merger Sub shall give prompt notice to the other Company, either orally or in writing, of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue untrue, unless the failure of any such representation or inaccurate warranty to be true would not reasonably be expected to, individually or in any material respectthe aggregate, have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or any (ii) the failure of the Company by it 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; provided, howeverunless such failure would not reasonably be expected to, that no such notification shall affect individually or in the representationsaggregate, warrantieshave a Company Material Adverse Effect or Parent Material Adverse Effect, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, 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 Agreementas applicable; 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) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.
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