Common use of Additional Agreements; Reasonable Best Efforts Clause in Contracts

Additional Agreements; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, each of the Parties hereto agrees to use its commercially reasonable best efforts to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) contesting any legal proceeding challenging the transactions contemplated hereby, (ii) executing any additional documents, certificates or instruments necessary to consummate the transactions contemplated hereby and thereby, and (iii) obtaining all third party consents and approvals (including consents and approvals of Governmental Authorities) as are reasonably necessary in connection with the consummation of the transactions contemplated hereunder and under the Related Documents to transfer or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets to the Buyers; provided, however, without the Buyers’ prior written consent, in no event shall the Willtek Group amend, waive or otherwise alter any of the material terms of any Contract or Permit in order to obtain a consent from a third party required under any Contract or Permit. If at any time after the Closing Date any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Additional Agreements; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, each of the Parties parties hereto agrees to use its commercially reasonable best efforts to take take, or cause to be taken taken, all action action, and to do do, or cause to be done done, all things reasonably necessary, proper or advisable under applicable Law laws and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) cooperation in the preparation and filing of the Proxy Statement and the S-4, any filings that may be required under the HSR Act and the Communications Act, and any amendments to any thereof, (ii) cooperation in obtaining, prior to the Effective Time, the approval for listing on the NYSE, effective upon the official notice of issuance, of the shares of Acquiror Stock into which the Shares will be converted pursuant to Article 2 hereof, (iii) the taking of all action reasonably necessary, proper or advisable to secure any necessary consents of all third parties and Governmental Entities, including those relating to existing debt obligations of the Company and its subsidiaries, (iv) the transfer of existing Environmental Permits to Xxxxxx (or, if such transfer is not permissible, the Company shall assist Xxxxxx in obtaining new Environmental Permits as necessary), (v) contesting any legal proceeding challenging relating to the transactions contemplated hereby, Merger and (iivi) executing the execution of any additional documents, certificates or instruments necessary to consummate the transactions contemplated hereby and thereby, and (iii) obtaining all third party consents and approvals (including consents and approvals of Governmental Authorities) as are reasonably necessary in connection with the consummation of the transactions contemplated hereunder and under the Related Documents to transfer or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets hereby. Subject to the Buyers; providedterms and conditions of this Agreement, howeverGM, without Xxxxxx and the Buyers’ prior written consent, in no event shall Company agree to use all reasonable efforts to cause the Willtek Group amend, waive or otherwise alter any of Effective Time to occur as soon as practicable after the material terms of any Contract or Permit in order shareholder vote with respect to obtain a consent from a third party required under any Contract or Permitthe Merger. If In case at any time after the Closing Date Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Additional Agreements; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, each of the Parties hereto agrees to use its commercially reasonable best efforts to take take, or cause to be taken taken, all action action, and to do do, or cause to be done done, all things reasonably necessary, proper or advisable under applicable Law laws and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) cooperation in the preparation and filing of the Joint Proxy Statement and the S-4, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) cooperation in obtaining, prior to the Effective Time, the approval for listing on the NYSE, effective upon the official notice of issuance, of the shares of Superholdco Common Stock into which the Shares will be converted pursuant to Article I hereof; (iii) the taking of all action reasonably necessary, proper or advisable to secure any necessary consents of all third parties and Governmental Entities, including those relating to existing debt obligations of Zurn xxx its subsidiaries; (iv) contesting any legal proceeding challenging relating to the transactions contemplated hereby, Mergers; and (iiv) executing the execution of any additional documentsinstruments, certificates or instruments including the Certificate of Merger and Articles of Merger, as the case may be, necessary to consummate the transactions contemplated hereby and thereby, and (iii) obtaining all third party consents and approvals (including consents and approvals of Governmental Authorities) as are reasonably necessary in connection with the consummation of the transactions contemplated hereunder and under the Related Documents to transfer or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets hereby. Subject to the Buyers; provided, however, without the Buyers’ prior written consent, in no event shall the Willtek Group amend, waive or otherwise alter any of the material terms of any Contract or Permit in order to obtain a consent from a third party required under any Contract or Permit. If at any time after the Closing Date any further action is necessary to carry out the purposes and conditions of this Agreement, Zurn, USI, Superholdco and the proper officers Merger Subsidiaries agree to use their best efforts to cause the Effective Time to occur on the date of the stockholder votes with respect to the Mergers. The provisions of this Section 5.7 will not limit or otherwise affect the right or ability of any Party to take or omit to take any action that it is permitted to take or omit to take, as the case may be, pursuant to any other provisions of this Agreement, including, without limitation, the provisions of Section 5.3 and directors of each party hereto shall take all such necessary actionArticles 6 and 7.

Additional Agreements; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, each of the Parties parties hereto agrees to use its commercially reasonable best efforts to take take, or cause to be taken taken, all action action, and to do do, or cause to be done done, all things reasonably necessary, proper or advisable under applicable Law laws and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) cooperation in the preparation and filing of the Proxy Statement; (ii) the taking of all action reasonably necessary, proper or advisable to secure any necessary consents under existing contracts of the Company and its subsidiaries or amend the agreements relating thereto to the extent required by such agreements; (iii) contesting any legal proceeding challenging relating to the transactions contemplated hereby, Merger; and (iiiv) executing the execution of any additional documentsinstruments, certificates or instruments including the Certificate of Merger, necessary to consummate the transactions contemplated hereby and thereby, and (iii) obtaining all third party consents and approvals (including consents and approvals of Governmental Authorities) as are reasonably necessary in connection with the consummation of the transactions contemplated hereunder and under the Related Documents to transfer or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets to the Buyershereby; provided, however, without that the Buyers’ prior written consentCompany may postpone a previously-scheduled meeting of Company stockholders in the event that the Company Board by majority vote determines in its good faith judgment, in no event shall after consultation with and based upon the Willtek Group amendadvice of independent legal counsel, waive or otherwise alter any of the material terms of any Contract or Permit that it is necessary to do so in order to obtain comply with its fiduciary duties to stockholders under applicable law and, at the time of such determination, the Company has received a consent from bona fide proposal to effect an alternate sale that is a third party required under any Contract or PermitSuperior Proposal and that has not been withdrawn. If In case at any time after the Closing Date Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

Additional Agreements; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, each of the Parties hereto agrees to use its commercially reasonable best efforts to take take, or cause to be taken taken, all action action, and to do do, or cause to be done done, all things reasonably necessary, proper or advisable under applicable Law laws and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) cooperation in the preparation and filing of the Joint Proxy Statement and the S-4, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) cooperation in obtaining, prior to the Effective Time, the approval for listing on the NYSE, effective upon the official notice of issuance, of the shares of Superholdco Common Stock into which the Shares will be converted pursuant to Article I hereof; (iii) the taking of all action reasonably necessary, proper or advisable to secure any necessary consents of all third parties and Governmental Entities, including those relating to existing debt obligations of Zurn and its subsidiaries; (iv) contesting any legal proceeding challenging xxxating to the transactions contemplated hereby, Mergers; and (iiv) executing the execution of any additional documentsinstruments, certificates or instruments including the Certificate of Merger and Articles of Merger, as the case may be, necessary to consummate the transactions contemplated hereby and thereby, and (iii) obtaining all third party consents and approvals (including consents and approvals of Governmental Authorities) as are reasonably necessary in connection with the consummation of the transactions contemplated hereunder and under the Related Documents to transfer or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets hereby. Subject to the Buyers; provided, however, without the Buyers’ prior written consent, in no event shall the Willtek Group amend, waive or otherwise alter any of the material terms of any Contract or Permit in order to obtain a consent from a third party required under any Contract or Permit. If at any time after the Closing Date any further action is necessary to carry out the purposes and conditions of this Agreement, Zurn, USI, Superholdco and the proper officers Merger Subsidiaries agree to use their best efforts to cause the Effective Time to occur on the date of the stockholder votes with respect to the Mergers. The provisions of this Section 5.7 will not limit or otherwise affect the right or ability of any Party to take or omit to take any action that it is permitted to take or omit to take, as the case may be, pursuant to any other provisions of this Agreement, including, without limitation, the provisions of Section 5.3 and directors of each party hereto shall take all such necessary actionArticles 6 and 7.

Additional Agreements; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, each of the Parties parties hereto agrees to use its commercially reasonable best efforts to take take, or cause to be taken taken, all action action, and to do do, or cause to be done done, all things reasonably necessary, proper or advisable under applicable Law laws and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) cooperation in the preparation and filing of the Joint Proxy Statement and the S-4, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) cooperation in obtaining, prior to the Effective Time, the approval for quotation on the NASDAQ, effective upon the official notice of issuance, of the shares of AGT Common Stock into which the Company Common Stock will be converted pursuant to Article I hereof; (iii) the taking of all action reasonably necessary, proper or advisable to secure any necessary consents of all third parties and Governmental Entities, including those relating to existing debt obligations of the Company, AGT and their respective subsidiaries; (iv) contesting any legal proceeding challenging relating to the transactions contemplated hereby, Merger; and (iiv) executing the execution of any additional documentsinstruments, certificates or instruments including the Certificate of Merger, necessary to consummate the transactions contemplated hereby and thereby, and (iii) obtaining all third party consents and approvals (including consents and approvals of Governmental Authorities) as are reasonably necessary in connection with the consummation of the transactions contemplated hereunder and under the Related Documents to transfer or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets hereby. Subject to the Buyers; providedterms and conditions of this Agreement, however, without AGT and Acquisition agree to use all reasonable efforts to cause the Buyers’ prior written consent, in no event shall Effective Time to occur as soon as practicable after the Willtek Group amend, waive or otherwise alter any of shareholder vote with A-29 34 respect to the material terms of any Contract or Permit in order to obtain a consent from a third party required under any Contract or PermitMerger. If In case at any time after the Closing Date Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action. Section 5.8.

Additional Agreements; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, each of the Parties parties hereto agrees to use its commercially reasonable best efforts to take take, or cause to be taken taken, all action action, and to do do, or cause to be done done, all things reasonably necessary, proper or advisable under applicable Law Laws and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, without limitation, (i) cooperation in the preparation and filing of the Proxy Statement and the S-4, any filings that may be required under the HSR Act, and any amendments to any thereof, (ii) cooperation in obtaining, prior to the Effective Time, the approval for listing on the NYSE, effective upon the official notice of issuance, of the shares of Infinity Common Stock into which the Shares will be converted pursuant to Article 2 hereof, (iii) the taking of all action reasonably necessary, proper or advisable to secure any necessary consents of all third parties and Governmental Entities, including those relating to existing debt obligations of OSI and its subsidiaries, (iv) the transfer of existing Company Permits to the Surviving Corporation, (v) contesting any legal proceeding challenging relating to the transactions contemplated hereby, Merger and the Share Issuance and (iivi) executing the execution of any additional documents, certificates or instruments necessary to consummate the transactions contemplated hereby hereby. Subject to the terms and therebyconditions of this Agreement, Infinity, Burma Acquisition and (iii) obtaining OSI agree to use all third party consents reasonable efforts to cause the Effective Time to occur as soon as practicable after the stockholder votes with respect to the Merger and approvals (including consents and approvals of Governmental Authorities) as are reasonably necessary in connection with the consummation Share Issuance. None of the transactions contemplated hereunder and under parties hereto will take any action which could reasonably be expected to 42 51 hinder, delay or impede the Related Documents to transfer Merger or assign the Permits, Contracts, Intellectual Property and other of the Acquired Assets to the Buyers; provided, however, without the Buyers’ prior written consent, in no event shall the Willtek Group amend, waive or otherwise alter any of the material terms of any Contract or Permit in order to obtain a consent from a third party required under any Contract or PermitShare Issuance. If In case at any time after the Closing Date Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.