Common use of Approval and Consents; Cooperation Clause in Contracts

Approval and Consents; Cooperation. Each of the Company and Acquirer shall cooperate with each other and use (and shall cause their respective Subsidiaries, if any, to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the satisfaction of the conditions set forth in Article 6) as soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary to be obtained from any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, other than those as to which the failure to so prepare and file such documentation would not have a Material Adverse Effect on either of the Company or Acquirer as the case may be, or would not prevent the consummation of the Merger by the Outside Date (the “Required Regulatory Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such Required Regulatory Approvals. The Company and Acquirer each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and equity holders and such other matters as may reasonably be necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3 or any Required Regulatory Approvals or other statement, filing, tax ruling request, notice or application made by or on behalf of the Company, Acquirer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement.

Approval and Consents; Cooperation. Each of the Company and Acquirer shall cooperate with each other and use (and the Company shall cause their respective Subsidiaries, if any, its Subsidiaries to use) their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the satisfaction of the conditions set forth in Article 6) as soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, exemptions, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary to be obtained from any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, other than those as to which the failure to so prepare and file such documentation would not have a Material Adverse Effect on either of the Company or Acquirer as the case may be, or would not prevent the consummation of the Merger by the Outside Date Agreement (the “Required Regulatory Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such Required Regulatory Approvals. The Company and Acquirer each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers its Representatives and equity holders and such other matters as may reasonably be necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3 or any Required Regulatory Approvals or other statement, filing, tax ruling request, notice or application made by or on behalf of the Company, Acquirer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement.

Approval and Consents; Cooperation. Each of the Company Company, Holdings and Acquirer Merger Sub shall cooperate with each other and use (and shall cause their respective Subsidiaries, if any, Subsidiaries to use) their respective its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the satisfaction of the conditions set forth in Article 6) as soon as practicable, including (ia) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax Tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permitsPermits, tax Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this AgreementAgreement (including, other than but not limited to, those as to which the failure to so prepare approvals, consents, orders, registrations, declarations and file such documentation would not have a Material Adverse Effect on either of the Company or Acquirer as the case may befilings required under Section 3.5 (collectively, or would not prevent the consummation of the Merger by the Outside Date (the “Required Regulatory Approvals”) and ), (iib) taking all reasonable steps as may be necessary to obtain all such Required Regulatory Approvals and (c) obtaining estoppel certificates with respect to each Leased Real Property. Without limiting the generality of the foregoing, each of the Company and Holdings and Merger Sub agree to make all necessary filings in connection with the Required Approvals as promptly as practicable after the date of this Agreement, and to use its reasonable best efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents requested with respect to such Required Approvals, and shall otherwise cooperate with any applicable Governmental Entity or third party in order to obtain any Required Approvals in as expeditious a manner as possible. Each of the Company, Holdings and Merger Sub shall use its reasonable best efforts to resolve such objections, if any, as any Governmental Entity may threaten or assert with respect to this Agreement and the transactions contemplated hereby in connection with the Required Approvals. In the event that a suit is instituted by a Person or Governmental Entity challenging this Agreement and the transactions contemplated hereby in any respect, including a claim that this Agreement of the transactions contemplated hereby are violative of applicable antitrust or competition laws, each of the Company, Holdings and Merger Sub shall use its reasonable best efforts to resist or resolve such suit. The Company Company, Holdings and Acquirer Merger Sub each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, affiliates, directors, officers and equity holders shareholders and such other matters as may reasonably be necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3 Statement or any Required Regulatory Approvals or other statement, filing, tax Tax ruling request, notice or application made by or on behalf of the Company, Acquirer Holdings or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement.

Approval and Consents; Cooperation. Each of the Company and Acquirer shall cooperate with each other and use (and shall cause their respective Subsidiaries, if any, to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the satisfaction of the conditions set forth in Article 6) as soon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary to be obtained from any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, other than those as to which the failure to so prepare and file such documentation would not have a Material Adverse Effect on either of the Company or Acquirer as the case may be, or would not prevent the consummation of the Merger by the Outside Date (the “"Required Regulatory Approvals”") and (ii) taking all reasonable steps as may be necessary to obtain all such Required Regulatory Approvals. The Company and Acquirer each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and equity holders and such other matters as may reasonably be necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3 or any Required Regulatory Approvals or other statement, filing, tax ruling request, notice or application made by or on behalf of the Company, Acquirer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement.

Approval and Consents; Cooperation. Each 7.6.1 Subject to Section 7.6.2, each of the Company Enpath, Purchaser and Acquirer Merger Sub shall cooperate with each other and use (and shall cause their respective Subsidiaries, if any, to use) their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, necessary or proper or advisable on their part under this Agreement and applicable Legal Requirements to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement (including the satisfaction of the conditions set forth in Article 6) Contemplated Transactions as soon as practicable. Without limiting the foregoing, including but subject to Section 7.6.2 below, the parties shall (ia) preparing prepare and filing file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings Permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any the Contemplated Transactions (including, but not limited to, those approvals, consents, orders, registrations, declarations and filings set forth in Section 4.5.1 of the other transactions contemplated by this AgreementDisclosure Schedule (collectively, other than those as to which the failure to so prepare and file such documentation would not have a Material Adverse Effect on either of the Company or Acquirer as the case may be, or would not prevent the consummation of the Merger by the Outside Date (the “Required Regulatory Approvals”)) and (iib) taking take all reasonable steps as may be necessary to obtain all such Required Regulatory Approvals. The Company Each of Enpath, Purchaser and Acquirer Merger Sub shall use its commercially reasonable efforts to resolve any objections to such Required Approvals, if any, as any Governmental Entity may threaten or assert with respect to this Agreement and the Contemplated Transactions in connection with the Required Approvals. Enpath, Purchaser and Merger Sub each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiariesaffiliates, directors, officers and equity holders shareholders and such other matters as may reasonably be necessary or advisable in connection with the Proxy StatementOffer Documents, the Schedule 13E-3 Enpath Disclosure Documents or any Required Regulatory Approvals or other statement, filing, tax ruling request, notice or application made by or on behalf of Enpath, Purchaser or Merger Sub to any third party and/or Governmental Entity in connection with the CompanyOffer, Acquirer the Merger and the Contemplated Transactions. 7.6.2 Notwithstanding anything to the contrary in this Agreement, Enpath, Purchaser and Merger Sub will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to consummate the Offer, the Merger and the Contemplated Transactions in as expeditious manner as possible. In furtherance and not in limitation of the foregoing, each of Enpath and Purchaser agrees (a) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Contemplated Transactions as promptly as practicable, and, in any event, within ten Business Days after the date hereof, and to supply as promptly as practicable any additional information and documentary material that may be required or requested pursuant to the HSR Act, (b) to make an appropriate filing of Enpath Disclosure Documents and the Offer Documents as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be required or requested by the SEC or its staff or any state securities authority in connection with such filings, and (c) to take all other actions necessary to cause the expiration or termination of their respective Subsidiaries the applicable waiting periods under the HSR Act as soon as practicable, including, in the case of Purchaser, entering into any required settlement, undertaking, consent decree or stipulation with any Governmental Entity or implementing any required divestiture, hold separate or similar transaction with respect to any assets; provided, however, that, Purchaser shall not be required to implement any required divestiture, hold separate or similar transaction with respect to any assets or agree to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of any significant assets in connection with obtaining any such consent or authorization. 7.6.3 Subject to applicable Legal Requirements relating to the sharing of information, Enpath and Purchaser shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Enpath and Purchaser, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with any legal proceeding arising under the HSR Act related to the Merger and the Contemplated Transactions. In exercising the foregoing right, both of Enpath and Purchaser shall act reasonably and as promptly as practicable. Neither Enpath or Purchaser shall agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry related to any legal proceeding arising under the HSR Act related to this Agreement or the Merger unless it consults with the other transactions contemplated parties reasonably in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other parties the opportunity to attend and participate.

Approval and Consents; Cooperation. Each 7.6.1 Subject to Section 7.6.2, each of the Company Enpath, Purchaser and Acquirer Merger Sub shall cooperate with each other and use (and shall cause their respective Subsidiaries, if any, to use) their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, necessary or proper or advisable on their part under this Agreement and applicable Legal Requirements to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement (including the satisfaction of the conditions set forth in Article 6) Contemplated Transactions as soon as practicable. Without limiting the foregoing, including but subject to Section 7.6.2 below, the parties shall (ia) preparing prepare and filing file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings Permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any the Contemplated Transactions (including, but not limited to, those approvals, consents, orders, registrations, declarations and filings set forth in Section 4.5.1 of the other transactions contemplated by this AgreementDisclosure Schedule (collectively, other than those as to which the failure to so prepare and file such documentation would not have a Material Adverse Effect on either of the Company or Acquirer as the case may be, or would not prevent the consummation of the Merger by the Outside Date (the “"Required Regulatory Approvals”")) and (iib) taking take all reasonable steps as may be necessary to obtain all such Required Regulatory Approvals. The Company Each of Enpath, Purchaser and Acquirer Merger Sub shall use its commercially reasonable efforts to resolve any objections to such Required Approvals, if any, as any Governmental Entity may threaten or assert with respect to this Agreement and the Contemplated Transactions in connection with the Required Approvals. Enpath, Purchaser and Merger Sub each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiariesaffiliates, directors, officers and equity holders shareholders and such other matters as may reasonably be necessary or advisable in connection with the Proxy StatementOffer Documents, the Schedule 13E-3 Enpath Disclosure Documents or any Required Regulatory Approvals or other statement, filing, tax ruling request, notice or application made by or on behalf of Enpath, Purchaser or Merger Sub to any third party and/or Governmental Entity in connection with the CompanyOffer, Acquirer the Merger and the Contemplated Transactions. 7.6.2 Notwithstanding anything to the contrary in this Agreement, Enpath, Purchaser and Merger Sub will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to consummate the Offer, the Merger and the Contemplated Transactions in as expeditious manner as possible. In furtherance and not in limitation of the foregoing, each of Enpath and Purchaser agrees (a) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Contemplated Transactions as promptly as practicable, and, in any event, within ten Business Days after the date hereof, and to supply as promptly as practicable any additional information and documentary material that may be required or requested pursuant to the HSR Act, (b) to make an appropriate filing of Enpath Disclosure Documents and the Offer Documents as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be required or requested by the SEC or its staff or any state securities authority in connection with such filings, and (c) to take all other actions necessary to cause the expiration or termination of their respective Subsidiaries the applicable waiting periods under the HSR Act as soon as practicable, including, in the case of Purchaser, entering into any required settlement, undertaking, consent decree or stipulation with any Governmental Entity or implementing any required divestiture, hold separate or similar transaction with respect to any assets; provided, however, that, Purchaser shall not be required to implement any required divestiture, hold separate or similar transaction with respect to any assets or agree to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of any significant assets in connection with obtaining any such consent or authorization. 7.6.3 Subject to applicable Legal Requirements relating to the sharing of information, Enpath and Purchaser shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Enpath and Purchaser, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with any legal proceeding arising under the HSR Act related to the Merger and the Contemplated Transactions. In exercising the foregoing right, both of Enpath and Purchaser shall act reasonably and as promptly as practicable. Neither Enpath or Purchaser shall agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry related to any legal proceeding arising under the HSR Act related to this Agreement or the Merger unless it consults with the other transactions contemplated parties reasonably in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other parties the opportunity to attend and participate.