Commercially Reasonable Best Efforts Sample Clauses

Commercially Reasonable Best Efforts. (a) Subject to the ------------------------------------ terms and conditions of this Agreement, all of the Parties hereto will use their respective 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 laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the prompt delivery in writing of any and all information reasonably requested by another Party from time to time for inclusion or incorporation by reference in the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (ii) the prompt preparation and, subject to any limitations set forth in the Preferred Stock Agreement, filing with the SEC of the S-4, the Delaware Company Proxy Statement and the Texas Company Proxy Statement, (iii) such actions as may be required to have the S-4 declared effective under the Securities Act and the Delaware Company Proxy Statement and the Texas Company Proxy Statement cleared by the SEC, in each case as promptly as practicable, including by consulting with each other as to, and responding promptly to, any SEC comments with respect thereto, (iv) obtaining, prior to the Effective Time, all necessary blue sky permits and approvals and taking such other actions as may be required to be taken under applicable state securities or blue sky laws in connection with the issuance and delivery of shares of Texas Company Common Stock contemplated hereby, (v) the making of any necessary filings, and thereafter make any required submissions, with respect to this Agreement and the Merger under the HSR Act, or any other applicable Law, and (vi) obtaining all consents required under applicable Law or by contract necessary in connection with the Merger and the transactions contemplated in this Agreement, the Preferred Stock Agreement or the documents contemplated therein, and the New Financing. Without limiting the generality of the foregoing, each of the Delaware Company and the Texas Company shall promptly comply with any requests for additional information under the HSR Act, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder as promptly as practicable. In addition, if at any time prior to the Effective Time any event or circumstance relating to the Delaware Company or the Texas Company or any of their respective Sub...

Commercially Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable 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 contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, CDSI and its board of directors, and SG Blocks and its board of directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require CDSI or SG Blocks to agree to any divestiture by itself or any of its Aff...

Commercially Reasonable Best Efforts. Each party shall use Commercially Reasonable Best Efforts to take all steps within its power, and will cooperate with the other party, to cause to be fulfilled those of the conditions to the other party's obligations to consummate the transactions contemplated by this Agreement that are dependent upon its actions, and to execute and deliver such instruments and take such other commercially reasonable best actions as may be necessary to carry out the intent of this Agreement and consummate the transactions contemplated hereby.

Commercially Reasonable Best Efforts. Buyer will use its Commercially Reasonable Best Efforts to cause to be satisfied as soon as practicable and prior to each respective Closing Date all of the conditions set forth in Article XI to the obligation of the Seller to transfer and sell the Transferred Assets hereunder.

Commercially Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable best 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 Laws to consummate the transactions contemplated by this Agreement.

Commercially Reasonable Best Efforts. During the Pre-Closing Period, (a) the Company shall use commercially reasonable efforts to cause the conditions set forth in Section 6 to be satisfied on a timely basis, and (b) Parent and Merger Sub shall use commercially reasonable efforts to cause the conditions set forth in Section 7 to be satisfied on a timely basis.

Commercially Reasonable Best Efforts. (a) Subject to the terms and conditions herein (including Section 6.1), each of the parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as soon as reasonably practicable the Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Top-up Option Agreement and the Tender and Option Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Such commercially reasonable best efforts shall apply to, without limitation, (i) the obtaining of all necessary consents, approvals or waivers from third parties and Governmental Entities necessary to the consummation of the Transactions and (ii) opposing vigorously any litigation or administrative proceeding relating to this Agreement and the Tender and Option Agreement or the transactions contemplated hereby and thereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement or the Tender and Option Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to (i) enter into any negotiations or to otherwise agree with or litigate against any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any Governmental Entity or any other party to sell or otherwise dispose of, agree to any limitations on the ownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, its subsidiaries, Parent or any of Parent’s affiliates. Parent and the Company acknowledge and agree that the failure to obtain any consents under any of the agreements listed in Section 3.7 of the Company Disclosure Schedule shall not result in the failure to satisfy the condition set forth in clause (j) of Annex A, except to the extent such agreements are marked with an asterisk (*) on Section 3.7 of the Company Disclosure Schedul...

Commercially Reasonable Best Efforts. ITP agrees to use its commercially reasonable best efforts to cause those conditions contained in section 7.2 that relate to acts to be performed or to be caused to be performed by it to be complied with.

Commercially Reasonable Best Efforts. Subject to the terms and conditions herein provided, the Company and Parent agree to use commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things commercially reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including but not limited to obtaining all consents, approvals and authorizations required for or in connection with the consummation by the parties hereto of the transactions contemplated by this Agreement, provided, however, that the parties shall not be required to contest any legislative, administrative or judicial action or seek to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement or pay any material amounts to obtain any consent, approval or authorization. In case at any time after the Effective Date any further action is necessary or desirable to carry out the purposes of this Agreement, that action shall be taken. In the event any litigation is commenced by any person involving the Company or Parent that relates to the transactions contemplated by this Agreement, including any other Takeover Proposal (as defined in Section 5.9(c)), the Company and Parent shall have the right, at its own expense, to participate therein.