Common use of Commercially Reasonable Efforts; Obtaining Consents; Further Action Clause in Contracts

Commercially Reasonable Efforts; Obtaining Consents; Further Action. (a) Each of the parties hereto agrees to use its commercially reasonable efforts to take, and to cause its officers, employees, representatives, advisors and agents to take, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts (i) to obtain promptly all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements, (ii) to make promptly all filings and obtain promptly all necessary consents, approvals and authorizations as are required to be obtained under any Law, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (iv) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement, (v) to effect promptly all necessary registrations and other filings and submissions of information requested by Governmental Entities in connection with this Agreement and the transactions contemplated hereby and (vi) to cause and facilitate the prompt satisfaction of all conditions in Article VI. (b) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals, consents or orders of each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings under the HSR Act or any other antitrust or competition Laws; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act or any other antitrust or competition Laws in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) not agreeing to participate in any meeting or discussion with any Governmental Entity in connection with proceedings under or relating to the HSR Act or any other antitrust or competition Laws unless it consults with the other party in advance, and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other antitrust or competition Laws. (c) If any party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. (d) At any time and from time to time, each party to this Agreement agrees, subject to the terms and conditions of this Agreement, to take such actions and to execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time.

Commercially Reasonable Efforts; Obtaining Consents; Further Action. (a) Each of the parties hereto agrees to use its commercially reasonable efforts to take, and to cause its officers, employees, representatives, advisors and agents to take, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts (i) to obtain promptly all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts Contracts or agreements, (ii) to make promptly all filings and obtain promptly all necessary consents, approvals and authorizations as are required to be obtained under any Law, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (iv) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement, Agreement and (v) to effect promptly all necessary registrations and other filings and submissions of information requested by Governmental Entities in connection with this Agreement and the transactions contemplated hereby and (vi) to cause and facilitate the prompt satisfaction of all conditions in Article VIVII. The Company, the Company Stockholders and Buyer, respectively, each agree to make, or to cause to be made, any filing or notification required by any applicable Law, in each case, with respect to the transactions contemplated by this Agreement (x) with respect to the NASD and any securities exchange of which the Company is a member, within fifteen (15) Business Days after the date of this Agreement and (y) with respect to all others required under any Law, as soon as practicable after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to applicable Law. (b) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals, consents or orders of each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings under the HSR Act or any other antitrust or competition Lawsrequired filings; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act or any other antitrust or competition Laws in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) not agreeing to participate in any meeting or discussion with any Governmental Entity in connection with proceedings under or relating to the HSR Act or any other antitrust or competition Laws transactions contemplated by this Agreement unless it consults with the other party in advance, and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or before any Governmental Entity relating to the HSR Act or any other antitrust or competition Lawstransactions contemplated by this Agreement. (c) If any party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement, then such party will endeavor party, in good faith to make, or cause to be madefaith, as soon as practicable and after consultation with the other party, shall make an appropriate response in compliance with to such request. (d) At any time and from time to time, each party to this Agreement agrees, subject to the terms and conditions of this Agreement, to take such actions and to execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time.

Commercially Reasonable Efforts; Obtaining Consents; Further Action. (a) Each of the parties hereto agrees to use its commercially reasonable efforts to take, and to cause its officers, employees, representatives, advisors and agents to take, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement Agreement, including the Post-Closing Transaction, and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts (i) to obtain promptly all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts Contracts or agreements, (ii) to make promptly all filings and obtain promptly all necessary consents, approvals and authorizations as are required to be obtained under any Law, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (iv) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement, Agreement and (v) to effect promptly all necessary registrations and other filings and submissions of information requested by Governmental Entities in connection with this Agreement and the transactions contemplated hereby and (vi) to cause and facilitate the prompt satisfaction of all conditions in Article VIVII. The Selling Stockholders and Buyer, respectively, each agree to make, or to cause to be made, any filing or notification required by any applicable Law, in each case, with respect to the transactions contemplated by this Agreement (x) with respect to the NASD and any securities exchange of which the Company is a member, within fifteen (15) Business Days after the date of this Agreement and (y) with respect to all others required under any Law, as soon as practicable after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to applicable Law. (b) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals, consents or orders of each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings under the HSR Act or any other antitrust or competition Lawsrequired filings; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act or any other antitrust or competition Laws in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) not agreeing to participate in any meeting or discussion with any Governmental Entity in connection with proceedings under or relating to the HSR Act or any other antitrust or competition Laws transactions contemplated by this Agreement unless it consults with the other party in advance, and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or before any Governmental Entity relating to the HSR Act or any other antitrust or competition Lawstransactions contemplated by this Agreement. (c) If any party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement, then such party will endeavor party, in good faith to make, or cause to be madefaith, as soon as practicable and after consultation with the other party, shall make an appropriate response in compliance with to such request. (d) At any time and from time to time, each party to this Agreement agrees, subject to the terms and conditions of this Agreement, to take such actions and to execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time.

Commercially Reasonable Efforts; Obtaining Consents; Further Action. (a) Each of the parties hereto agrees to use its commercially reasonable efforts to take, and to cause its officers, employees, representatives, advisors and agents to take, all action actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts (i) to obtain promptly all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts Contracts or agreements, including, without limitation, approval of the OEE Agreement by the New York Stock Exchange, (ii) to make promptly all filings and obtain promptly all necessary consents, approvals and authorizations as are required to be obtained under any Law, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (iv) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement, (v) to effect promptly all necessary registrations and other filings and submissions of information requested by Governmental Entities in connection with this Agreement and the transactions contemplated hereby and (vi) to cause and facilitate the prompt satisfaction of all conditions in Article VIVII, and (vi) to cause each Introducing Broker to be converted to PFSI’s clearing software, to complete beta testing and to convert all of the customers of such Introducing Broker that have not objected to such conversion to PFSI’s clearing software. The Company and Buyer, respectively, each agree to make, or to cause to be made, any filing or notification required by any applicable Law, in each case, with respect to the transactions contemplated by this Agreement (x) with respect to the NASD and any securities exchange of which the Company is a member, within fifteen (15) Business Days after the date hereof, and (y) with respect to all others required under any Law, as soon as practicable after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to applicable Law. In the event that approval of the OEE Agreement by the New York Stock Exchange requires any amendment thereto, Buyer shall cause PFSI, and Seller shall cause Schon-Ex, LLC, to enter into a restated OEE Agreement incorporating any such required changes, provided that such required changes do not materially and adversely change the benefit of the bargain for either party thereto. (b) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals, consents or orders of each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings under the HSR Act or any other antitrust or competition Lawsrequired filings; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act or any other antitrust or competition Laws in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) not agreeing to participate in any meeting or discussion with any Governmental Entity in connection with proceedings under or relating to the HSR Act or any other antitrust or competition Laws transactions contemplated by this Agreement unless it consults with the other party in advance, and, advance to the extent permitted by such Governmental Entity, and gives the other party the opportunity to attend and participate thereatthereat to the extent permitted by such Governmental Entity; and (v) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or before any Governmental Entity relating to the HSR Act or any other antitrust or competition Lawstransactions contemplated by this Agreement. (c) If any party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement, then such party will endeavor party, in good faith to make, or cause to be madefaith, as soon as practicable and after consultation with the other party, shall make an appropriate response in compliance with to such request. (d) At any time and from time to time, each party to this Agreement agrees, subject to the terms and conditions of this Agreement, to take such actions and to execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time. (e) Any and all fees and related expenses (including filing fees) incurred in connection with seeking the regulatory approvals for the transaction contemplated by this Agreement, including, without limitation, the regulatory approvals set forth on Schedule 2.03 and compliance with the filing and notification requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall be allocated equally among each of Buyer and the Company (and if incurred by either Buyer or the Company, the opposite party shall reimburse such party for its share of the expenses incurred); provided, that each party agrees to pay its own consultants, accountants, attorneys or other advisors fees in connection with such actions.