Common use of Certain Filings; Reasonable Efforts Clause in Contracts

Certain Filings; Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all commercially reasonable 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 using all commercially reasonable efforts to do the following: (i) cooperate in the preparation and filing of the Offer Materials, the Schedule 14D-9 and the S-4 and any amendments thereto and any filings that may be required under the HSR Act and similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the Offer or the Merger; and (iv) execute any additional instruments necessary to consummate the transactions contemplated hereby. The Company agrees to encourage its employees to accept any offers of employment extended by Parent. If, 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.

Certain Filings; Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all commercially reasonable 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 Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including using all commercially reasonable efforts to do the following: , (i) cooperate in the preparation and filing of the Offer Materials, the Schedule 14D-9 and the S-4 Proxy Statement and any amendments thereto and thereto, any filings that may be required under the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties and Governmental Entities necessary, proper proper, advisable or advisable reasonably requested by Parent or the Company, for the consummation of the transactions contemplated by this Agreement; (iii) contest any legal proceeding relating to the Offer or the Merger; and (iv) execute any additional instruments necessary to consummate the transactions contemplated hereby. The Company agrees Subject to encourage its employees the terms and conditions of this Agreement, Parent and Acquisition agree to accept any offers of employment extended by Parentuse all reasonable efforts to cause the Effective Time to occur as soon as practicable after the stockholder vote with respect to the Merger. If, If at any time after the Effective Time, Time any further action is necessary to carry out the purposes of this Agreement, Agreement the proper officers and directors of each party hereto shall take all such necessary action.