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

Additional Agreements; Reasonable Best Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its 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 laws and regulations to consummate and make effective 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 relating to the Merger and (vi) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, GM, Xxxxxx and the Company agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder vote with respect to the Merger. In case at any time after the 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. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its 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 laws and regulations to consummate and make effective 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 the Communications Act, and any amendments to any thereof, ; (ii) cooperation in obtaining, prior to the Effective Time, the approval for listing quotation on the NYSENASDAQ, effective upon the official notice of issuance, of the shares of Acquiror AGT Common Stock into which the Shares Company Common Stock will be converted pursuant to Article 2 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 Company, AGT and its their respective 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 relating to the Merger Merger; and (viv) the execution of any additional instruments instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, GM, Xxxxxx AGT and the Company Acquisition agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder vote with respect to the Merger. In case at any time after the 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. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its 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 laws and regulations to consummate and make effective 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, Statement; (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 under existing debt obligations contracts of the Company and its subsidiaries, subsidiaries or amend the agreements relating thereto to the extent required by such agreements; (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), (viii) contesting any legal proceeding relating to the Merger Merger; and (viiv) the execution of any additional instruments instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement; provided, GMhowever, Xxxxxx and that the Company agree 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, after consultation with and based upon the advice of independent legal counsel, that it is necessary to use all reasonable efforts do so in order to cause comply with its fiduciary duties to stockholders under applicable law and, at the Effective Time time of such determination, the Company has received a bona fide proposal to occur as soon as practicable after the shareholder vote with respect to the Mergereffect an alternate sale that is a Superior Proposal and that has not been withdrawn. In case at any time after the 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. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its 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 laws and regulations to consummate and make effective 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 the Communications Act, and any amendments to any thereof, ; (ii) cooperation in obtaining, prior to the Effective Time, the approval for listing quotation on the NYSENASDAQ, effective upon the official notice of issuance, of the shares of Acquiror AGT Common Stock into which the Shares Company Common Stock will be converted pursuant to Article 2 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 Company, AGT and its their respective 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 relating to the Merger Merger; and (viv) the execution of any additional instruments instruments, including the Certificate of Merger, necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, GM, Xxxxxx AGT and the Company Acquisition agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the shareholder vote with A-29 34 respect to the Merger. In case at any time after the 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.