Common use of Commercially Reasonable Efforts; Notification; Xxxx-Xxxxx-Xxxxxx Act Filings Clause in Contracts

Commercially Reasonable Efforts; Notification; Xxxx-Xxxxx-Xxxxxx Act Filings. 4.3.1 (a) Upon the terms and subject to the conditions set forth in this Agreement, if Parent exercises the Merger Option, Parent, Merger Subsidiary, Sister Subsidiary, ECS and the Members agree and ECS and the Members agree to cause the Subsidiaries to 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 Contemplated Transactions, including (i) preparing and filing of all forms, registrations and notices required to be filed, obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending of any Actions challenging this Agreement or the consummation of the Contemplated Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the Contemplated Transactions. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent be obligated to, and the Companies shall not without the prior written consent of Parent, agree or proffer to divest or hold separate, or enter into any licensing, business restriction or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, its Affiliates or any Company.

Commercially Reasonable Efforts; Notification; Xxxx-Xxxxx-Xxxxxx Act Filings. 4.3.1 (a) Upon the terms and subject to the conditions set forth in this Agreement, if except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 7.3, each of the Company Stockholder, Furano, Company and Parent exercises the Merger Option, Parent, Merger Subsidiary, Sister Subsidiary, ECS and the Members agree and ECS and the Members agree to cause the Subsidiaries agrees to 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 Contemplated TransactionsMerger, and the other transactions contemplated by this Agreement, including (i) preparing and filing of all forms, registrations and notices required to be filed, obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityAuthority under or in accordance with any applicable competition Law in any foreign nation, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any Actions lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the Contemplated Transactions. Notwithstanding the foregoing or any other provision of transactions contemplated by this Agreement to the contrary, in no event shall Parent be obligated to, and the Companies shall not without the prior written consent of Parent, agree or proffer to divest or hold separate, or enter into any licensing, business restriction or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, its Affiliates or any CompanyAgreement.

Commercially Reasonable Efforts; Notification; Xxxx-Xxxxx-Xxxxxx Act Filings. 4.3.1 (a) Upon the terms and subject to the conditions set forth in this Agreement, if Parent exercises except as otherwise provided in this Section 4.3, each of the Merger OptionSellers, Parentthe Companies, Merger Subsidiary, Sister Subsidiary, ECS MasTec and the Members agree and ECS and the Members agree to cause the Subsidiaries Buyer agrees to 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 Contemplated Transactions, including (i) preparing and filing of all forms, registrations and notices required to be filed, obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending of any Actions challenging this Agreement or the consummation of the Contemplated Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the Contemplated Transactions. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Parent Buyer be obligated to, and the Companies shall not without the prior written consent of ParentBuyer, agree or proffer to divest or hold separate, or enter into any licensing, business restriction or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of ParentBuyer, its Affiliates or the Companies, nor shall Buyer agree to take any Companyaction which would reasonably be expected to materially reduce the Earn-Out Payments without the prior written consent of Sellers’ Representative, in each case in response to a request by or discussion with a Governmental Authority in order to address any regulatory issues associated with or arising from the Contemplated Transactions.

Commercially Reasonable Efforts; Notification; Xxxx-Xxxxx-Xxxxxx Act Filings. 4.3.1 (a7) Upon the terms and subject to the conditions set forth in this Agreement, if Parent exercises except to the Merger Optionextent otherwise required by regulatory considerations and otherwise provided in this Section 5(b), Parenteach of the Company, Merger Subsidiary, Sister Subsidiary, ECS Seller and the Members agree and ECS and the Members agree to cause the Subsidiaries Buyer agrees to 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 Contemplated Transactionspurchase and sale of the Purchased Units and the other transactions contemplated hereby and to satisfy all of the conditions set forth in Section 6, including (i) preparing and filing of all forms, registrations and notices required to be filed, obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities Bodies and the making of all necessary registrations and filings (including filings with Governmental AuthoritiesBodies) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental AuthorityBody, (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending of any Actions lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Legal Requirement vacated or reversed and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the Contemplated Transactions. Notwithstanding the foregoing or any other provision of this Agreement to the contrarytransactions contemplated hereby; provided, however, in no event shall Parent Seller be obligated to, and to take any action in connection with Buyer’s financing of the Companies shall not without the prior written consent of Parent, agree or proffer to divest or hold separate, or enter into any licensing, business restriction or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, its Affiliates or any Companytransactions contemplated hereby.