Common use of Best Efforts; Notification Clause in Contracts

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use 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 Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. 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 the Merger, 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 Merger and 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 Merger and the Transactions. The Company 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 Parent in the obtaining of any employment agreements that Parent requests.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use commercially reasonable its 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, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreementthe other Transactions, take all action necessary use their best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by set forth in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. The Company Nothing herein shall use its commercially reasonable efforts to take, limit or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in affect the obtaining of any employment agreements that Parent requestsCompany’s taking actions specifically permitted by Section 6.05.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use commercially reasonable their 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 Transactionsother transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting the foregoing, the Target Company and its board of directors and the Company Board shall (i) take all action necessary to ensure that no Merger Sub and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the other transactions contemplated by this Agreement, take all action necessary use their best efforts to ensure that the Merger and the Transactions 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 and the Transactionsother transactions contemplated by this Agreement. The Company Nothing herein shall use its commercially reasonable efforts to take, limit or cause to be taken, all actions, affect the Target Company's taking actions specifically permitted by Section 5.11(b) and to do, or cause to be done, and to assist and cooperate with Parent in the obtaining of any employment agreements that Parent requests(c).

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use commercially reasonable their 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 Offer and the Merger and the Transactionsother transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps (subject to Section 6.06(g)) as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding byby any Governmental Entity and for the avoidance of doubt, this shall include an obligation on Parent and Purchaser to use their best efforts to submit all necessary commitments, including commitments to divest, to any Governmental Entity, save that Parent and Purchaser's obligation to use their best efforts to submit all necessary commitments (as described in this Section 6.06(a)) shall not extend to the submission of a commitment which would constitute an Unduly Burdensome Commitment or the acceptance of an Unduly Burdensome Condition, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the other transactions contemplated by this Agreement, take all action necessary use their best efforts to ensure that the Offer, the Merger and the Transactions 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 Offer, the Merger and the Transactionsother transactions contemplated by this Agreement. The Company Nothing herein shall use its commercially reasonable efforts to take, limit or cause to be taken, all actions, affect the Company's taking actions specifically permitted by Section 6.05(b) and to do, or cause to be done, and to assist and cooperate with Parent in the obtaining of any employment agreements that Parent requests(c).

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, and subject to Section 5.02 and the Company's right to make the disclosures to its shareholders permitted under Section 5.02(d), each of the parties shall use commercially reasonable its best efforts to take, or cause to be taken, all appropriate 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, including (i) the obtaining of all necessary actions or nonactionsactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements; PROVIDED, HOWEVER, that neither the Company nor Conopco shall be required to consent to any action described in Section 7.01(a). 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 the Merger, any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any other Transaction 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 the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. The Company Nothing in this Section 6.03 shall use be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its commercially reasonable efforts operations or to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in the obtaining dispose of any employment agreements that Parent requestssignificant asset or collection of assets.