Common use of Appropriate Action; Consents; Filings Clause in Contracts

Appropriate Action; Consents; Filings. The Company, Twin and the Purchaser shall each use its reasonable best efforts promptly (a) to take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the Transactions as contemplated by this Agreement and the Shareholder Agreement in an expeditious manner, (b) to obtain from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by the Company, Twin or the Purchaser, respectively, in connection with the authorization, execution, delivery and performance of this Agreement, the consummation of the Transactions contemplated hereby, and the Shareholder Agreement, (c) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Transactions, and the Shareholder Agreement and any other transactions contemplated hereby or thereby required under any applicable Law; provided that the Company, Twin and the Purchaser shall cooperate with each other in connection with the making of all such filings. The Company and Twin shall furnish all information reasonably requested by the Purchaser for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement, and the Shareholder Agreement.

Appropriate Action; Consents; Filings. (a) The Company, Twin Target and the Purchaser Acquiror shall each use its their reasonable best efforts promptly to (ai) to take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or required to be taken by any Governmental Authority or otherwise to consummate and make effective the Transactions as contemplated by this Agreement and the Shareholder Agreement in an expeditious mannerpromptly as practicable, (bii) to obtain from any Governmental Authority Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company, Twin Acquiror or the Purchaser, respectively, Target or any of their subsidiaries in connection with the authorization, execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the Transactions contemplated herebyTransactions, including, without limitation, the Merger, and the Shareholder Agreement(iii) as promptly as practicable, (c) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Transactions, Agreement and the Shareholder Agreement Merger required under (A) the Exchange Act, and any other transactions contemplated hereby applicable federal or thereby required under state securities laws, (B) Delaware Law, (C) the HSR Act and any related governmental request thereunder, and (D) any other applicable Lawlaw; provided PROVIDED that the Company, Twin Acquiror and the Purchaser Target shall cooperate with each other in connection with the making of all such filings. The Company , including providing copies of all such documents to the non-filing party and Twin shall furnish its advisors prior to filing and, if requested, to accept all information reasonably requested by the Purchaser for any application reasonable additions, deletions or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement, and the Shareholder Agreement.changes suggested

Appropriate Action; Consents; Filings. The CompanyFrom and after the Execution Date, Twin and each of the Purchaser Parties shall each use its reasonable best efforts promptly (within commercially reasonable limits) to (a) to take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise otherwise, including but not limited to calling the Special Shareholders Meeting to obtain the Shareholder Approval approving the transactions contemplated hereby to satisfy the conditions to the Closing and to consummate and make effective the Transactions as transactions contemplated by this Agreement and the Shareholder Agreement in an expeditious mannerAgreement, (b) to obtain from any Governmental Authority Entities or third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company, Twin or the Purchaser, respectively, any Party in connection with the authorization, execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the Transactions transactions contemplated hereby, hereby and the Shareholder Agreement, (c) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Transactions, and the Shareholder Agreement and any other transactions contemplated hereby or thereby required under any applicable LawUnited States federal, state, local or foreign law; provided provided, that the Company, Twin and the Purchaser Parties shall cooperate with each other in connection with the making of all such filings. The Company , including providing copies of all such documents to the non-filing Parties and Twin shall furnish their respective advisors prior to filing and, if requested, to accept all information reasonably requested by the Purchaser for any application reasonable additions, deletions or other filing to be made pursuant to any applicable law changes suggested in connection with the transactions contemplated by this Agreement, and the Shareholder Agreementtherewith.

Appropriate Action; Consents; Filings. The Company, Twin Earful and the Purchaser -------------------------------------- AANP shall each use its reasonable best efforts promptly to (ai) to take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the Transactions as transactions contemplated by in this Agreement and the Shareholder Agreement in an expeditious mannerAgreement, (bii) to obtain from any Governmental Authority Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company, Twin AANP or the Purchaser, respectively, Earful or any of their subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement, the consummation of the Transactions transactions contemplated herebyherein, and including, without limitation, the Shareholder AgreementMerger, (ciii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Transactions, Agreement and the Shareholder Agreement Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder (in the case of AANP), and any other transactions contemplated hereby applicable federal or thereby required under state securities laws and (B) any other applicable Law; provided that the Company, Twin . Earful and the Purchaser shall cooperate with each other in connection with the making of all such filings. The Company and Twin AANP shall furnish all information reasonably requested by the Purchaser required for any application or other filing to be made pursuant to the rules and regulations of any applicable law Law in connection with the transactions contemplated by in this Agreement, and the Shareholder Agreement.

Appropriate Action; Consents; Filings. The Company, Twin and the Purchaser shall each use its reasonable best efforts promptly (a) NOW, Parent and Subsidiary shall use their respective best efforts to (i) take, or cause to be taken, all appropriate action action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or required to be taken by any Governmental Entity or otherwise to consummate and make effective the Transactions Merger as contemplated by this Agreement and the Shareholder Agreement in an expeditious mannerpromptly as practicable, (bii) to obtain from any Governmental Authority Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the CompanyNOW, Twin Parent or the Purchaser, respectively, Subsidiary in connection with the authorization, execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the Transactions contemplated herebyMerger, and the Shareholder Agreement(iii) as promptly as practicable, (c) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Transactions, Agreement and the Shareholder Agreement and any other transactions contemplated hereby or thereby Merger required under any applicable Lawlaw; provided that the Company, Twin NOW and the Purchaser Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the other party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company NOW and Twin Parent shall use reasonable best efforts to furnish to the other party all information reasonably requested by the Purchaser required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by Merger and this Agreement, and the Shareholder Agreement.

Appropriate Action; Consents; Filings. The Company, Twin Company and the Purchaser shall each use its reasonable best efforts promptly (a) to take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the Transactions as transactions contemplated by this Agreement and the Shareholder Agreement in an expeditious manner, (b) to obtain from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by the Company, Twin Company or the Purchaser, respectively, in connection with the authorization, execution, delivery and performance of this Agreement, Agreement and the consummation of the Transactions contemplated hereby, and the Shareholder Agreement, (c) to make all necessary filingsfilings (including filings under the HSR Act), and thereafter make any other required submissionssubmissions (including any responses to requests for additional information under the HSR Act), with respect to this Agreement, the Transactions, and the Shareholder Agreement Acquisition and any other transactions contemplated hereby or thereby required under any applicable Law; provided PROVIDED that the Company, Twin Company and the Purchaser shall cooperate with each other in connection with the making of all such filings. The Company and Twin shall furnish all information reasonably requested by the Purchaser for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement, and the Shareholder Agreement.