Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsLaws, so as to permit consummation of the Purchase transactions contemplated hereby as promptly as practicable and otherwise to enable consummation practicable, including the satisfaction of the transactions contemplated hereby conditions set forth in Article VI, and shall use commercially reasonable efforts to reasonably cooperate with the other party Party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Exchange as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party Investor to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementherein provided, each of the parties will Party shall use its their respective commercially reasonable efforts in good faith to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the Transactions shall be consummated as soon as practicable, and to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of consummate and make effective this Agreement and the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementherein provided, each of the parties will Party shall use its their respective commercially reasonable efforts in good faith to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective this Agreement and the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endherein.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementherein provided, each of the parties will party shall use its commercially reasonable efforts in good faith to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective this Agreement and the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endherein.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementherein provided, each of the parties will Party shall use its commercially reasonable efforts in good faith to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that Transactions shall be consummated as soon as practicable. Each Party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of consummate and make effective this Agreement and the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Exchange, the Primary Investor Transactions and the Secondary Investor Transactions, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and thereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties will party hereto shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of consummate the Purchase transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endpracticable.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, satisfy any condition for which such party is responsible hereunder and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so consummate and make effective as to permit consummation of the Purchase as promptly soon as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, take all actions, action and to do, or cause to be done, do all things necessary, proper or desirableadvisable to satisfy any condition hereunder in its power to satisfy and for which it is responsible for the satisfaction of, or advisable under applicable laws, so and to consummate and make effective as to permit consummation of the Purchase as promptly soon as practicable and otherwise to enable consummation of the transactions contemplated hereby and by this Agreement, provided that except as otherwise provided in this Agreement in no event shall use a party be required to pay more than a de minimus amount to any third party in connection with the exercise of such commercially reasonable efforts to cooperate with the other party to that endefforts.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Non-Voting Exchange, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Preferred Exchange, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties Party will use its commercially reasonable efforts in good faith to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsall Legal Requirements, so as to permit consummation of the Purchase transactions contemplated by this Agreement as promptly as practicable practicable, and otherwise to enable consummation of the transactions contemplated hereby each Party will cooperate fully with, and shall use commercially reasonable efforts to cooperate with furnish information to, the other party Party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate fully with the other party to that end, including cooperating in seeking to obtain any consent, authorization or approval that might be required from Governmental Entities.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsLaws, so as to permit consummation of the Purchase transactions contemplated hereby as promptly as practicable and otherwise to enable consummation practicable, including the satisfaction of the transactions contemplated hereby conditions set forth in Article VI, and shall use commercially reasonable efforts to cooperate fully with the other party Party to that end.

Commercially Reasonable Efforts. Subject to the terms and ------------------------------- conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of consummate the Purchase transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endpractical.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper Annex C (General Terms and Conditions) or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions of this Agreementhereof, each of the parties will hereto agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective the transactions contemplated hereby and by this Agreement. (b) In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the parties shall use their commercially reasonable efforts to cooperate with the other party take, or cause to that endbe taken, all such necessary actions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, take all actions, action and to do, or cause to be done, do all things necessary, proper or desirableadvisable to satisfy any condition hereunder in its power to satisfy and for which it is responsible for the satisfaction of, or advisable under applicable laws, so and to consummate and make effective as to permit consummation of the Purchase as promptly soon as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts (except where a different efforts standard is specifically contemplated by this Agreement, in good faith which case such different standard shall apply) to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and Orders to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries to the terms and conditions of this Agreement, each of the parties will use its use) their respective commercially reasonable efforts in good faith to take, promptly take or cause to be taken, taken all necessary actions, and to do, do or cause to be donedone all things, all things necessary, proper or desirable, or advisable under this Agreement and applicable laws, so as laws to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective all the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement as soon as practicable.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.. Annex C (General Terms and Conditions)

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties hereto will use its use, and will cause their respective Affiliates to use, all commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as consistent with Applicable Law to permit consummation of consummate and make effective in the Purchase as promptly as most expeditious manner practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endhereby.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement and except as otherwise expressly provided in this Agreement, each of the parties Parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper necessary or desirable, or advisable under applicable laws, so as desirable to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby by this Agreement and shall use commercially reasonable efforts to cooperate with the other party Transaction Documents and to that endensure the satisfaction of its conditions to Closing set forth herein.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws to permit consummation of consummate the Purchase transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endpracticable.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and Regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will hereto shall use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby by this Agreement and shall use commercially reasonable efforts to cooperate with the other party to that endAncillary Agreements at the earliest practicable date.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as to permit consummation of the Purchase as promptly as practicable Merger and otherwise to enable consummation of the other transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties will Parties agrees to use its commercially reasonable efforts in good faith 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as to permit consummation of the Purchase as promptly as practicable Share Exchange and otherwise to enable consummation of the other transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties Party will use its commercially reasonable efforts efforts, and act in good faith faith, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with at the other party to that endearliest practicable date.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties will Parties agree to use its commercially reasonable efforts in good faith 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endherein.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will party shall use its commercially reasonable reasonably efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsRegulations to consummate the Transactions, so as including the execution and delivery of any additional instruments necessary to permit consummation of consummate the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsLaw, so as to permit consummation of the Purchase Exchange, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation practicable, including the satisfaction of the transactions contemplated hereby conditions set forth in Article VI hereof, and shall use commercially reasonable efforts to cooperate with the other party fully to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each Each of the parties will shall cooperate and use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Applicable Laws and regulations to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party hereto will use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby by this Agreement; provided that Parent and its affiliates shall use commercially reasonable efforts not be required to cooperate agree to any consent decree or order in connection with any objections of the other party Department of Justice or Federal Trade Commission to that endthe transactions contemplated by this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementhereof, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of consummate the Purchase transactions contemplated by this Agreement as promptly as practicable practicable. The Company, Purchaser and otherwise PurchaserSub shall each furnish to enable consummation of one another and to one another’s counsel all such information as may be required in order to accomplish the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endforegoing actions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper necessary or desirable, or advisable under applicable laws, so as desirable to permit consummation of consummate the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransaction.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties hereto will use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under consistent with applicable laws, so as law to permit consummation of consummate and make effective in the Purchase as promptly as most expeditious manner practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endhereby.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties hereby agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary, necessary or proper or desirable, or advisable under applicable laws, so as to permit consummation consummate and make effective the purposes and objectives of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endAgreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will hereto shall use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby by this Agreement and shall use commercially reasonable efforts to cooperate with the other party to that endAncillary Agreements at the earliest practicable date.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto will use its commercially reasonable efforts in good faith to take, or cause to be taken, take all actions, action and to do, or cause to be done, do all things necessary, proper or desirable, or advisable under applicable laws, so to satisfy any condition to the other parties’ obligations hereunder to consummate and make effective as to permit consummation of the Purchase as promptly soon as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsLaws, so as to permit consummation of the Purchase transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation practicable, including the satisfaction of the transactions contemplated hereby conditions set forth in Article VII of this Agreement, and shall use commercially reasonable efforts to cooperate with the other party fully to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementherein provided, each party shall use commercially reasonable efforts to (a) satisfy or fulfill all conditions precedent to the obligations of the parties will use its commercially reasonable efforts in good faith to under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and (b) take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective this Agreement and the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endherein.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will to the Agreement agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase transactions contemplated hereby as promptly as practicable and otherwise to enable consummation practicable, including the satisfaction of the transactions contemplated hereby conditions set forth in Article VI hereof, and shall use commercially reasonable efforts to cooperate fully with the other party parties hereto to that end.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith 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 desirableproper, or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the Purchase as promptly as practicable and otherwise to enable consummation of most expeditious manner practicable, the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with by the other party to that endTransaction Agreements.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties shall use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, necessary or advisable under applicable laws, so as to permit consummation consummate the transactions provided for in this Agreement and to satisfy or cause to be satisfied all of the Purchase conditions precedent that are set forth in Article VIII, as promptly as practicable and otherwise applicable to enable consummation each of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endthem.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby by this Agreement, including the satisfaction of the conditions set forth in this Article V and shall use commercially reasonable efforts to cooperate with Article VI at the other party to that endearliest practicable date.

Commercially Reasonable Efforts. Subject to Upon the terms and subject ------------------------------- to the conditions of this AgreementAgreement and those set forth on Schedule 1.6, each of the parties will party hereto shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith to cause the Closing to occur and 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will hereto agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective the transactions contemplated hereby by this Agreement. The parties each agree to execute and shall use commercially reasonable efforts deliver such other documents, certificates, agreements and other writings and to cooperate with take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the other party to that endtransactions contemplated by this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawslaw, so as to permit consummation of each Exchange, for the Purchase avoidance of doubt, subject to the Shareholder Approvals and Regulatory Approval, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Exchange, including transactions constituting the Recapitalization, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties agrees to cooperate fully with each other and to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirableadvisable to consummate and make effective, or advisable at the time and in the manner contemplated by this Agreement, the Transactions, including to obtain all approvals required under applicable laws, so as to permit consummation Laws and applicable rules of the Purchase as promptly as practicable and otherwise national securities exchange on which Buyer Common Stock is listed to enable consummation authorize the issuance of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate Shares in accordance with the other party to that endARTICLE III.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, except as otherwise provided in this Agreement (to the extent a higher standard is indicated) each of the parties Parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as consistent with Applicable Law to permit consummation of consummate and make effective in the Purchase as promptly as most expeditious manner practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endhereby.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all actions and things necessary, proper or desirableproper, or advisable under applicable laws, so as law and regulations to permit consummation of make effective the Purchase as promptly as practicable and otherwise to enable transactions under this Agreement. If at any time after the consummation of the transactions contemplated hereby and by this Agreement, any further action is necessary to comply with this Agreement, the Parties or their duly authorized representatives shall use commercially reasonable efforts to cooperate with the other party to that endtake such action.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will hereto shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under in compliance with applicable laws, so as to permit consummation Laws for the provision of the Purchase as promptly as practicable Services and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endherein.

Commercially Reasonable Efforts. Subject The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries and affiliates to the terms and conditions of this Agreement, each of the parties will use its use) their respective commercially reasonable efforts in good faith to take, promptly take or cause to be taken, taken all necessary actions, and to do, do or cause to be donedone all things, all things necessary, proper or desirable, or advisable under this Agreement and applicable laws, so as laws to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective all the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement as soon as practicable.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will to the Agreement agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsLaws, so as to permit consummation of the Purchase transactions contemplated hereby as promptly as practicable and otherwise to enable consummation practicable, including the satisfaction of the transactions contemplated hereby conditions set forth in ARTICLE VI hereof, and shall use commercially reasonable efforts to cooperate fully with the other party parties hereto to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will hereto agrees to use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary, proper or desirableadvisable, or advisable under applicable lawslaws and regulations or otherwise, so as to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.make effective

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties Parties will use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under consistent with applicable laws, so as Law to permit consummation of consummate and make effective in the Purchase as promptly as most expeditious manner practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties will hereto shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under consistent with applicable laws, so as law to permit consummation of consummate and make effective in the Purchase as promptly as most expeditious manner practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts hereby, including without limitation satisfaction of conditions to cooperate with the other party to that endClosing set forth herein.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawslaw, so as to permit consummation of the Purchase Exchange, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementherein provided, each of the parties will Parties shall use its their respective commercially reasonable efforts in good faith to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the Transactions shall be consummated as soon as practicable, and to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of consummate and make effective this Agreement and the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with by this Agreement at the other party to that endearliest practicable date.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsall Legal Requirements, so as to permit consummation of the Purchase Contemplated Transactions as promptly as practicable practicable, and otherwise to enable consummation of the transactions contemplated hereby each party will cooperate reasonably with, and shall use commercially reasonable efforts to cooperate with furnish information to, the other party to that end.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties Parties will use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under consistent with applicable laws, so as Law to permit consummation of consummate and make effective in the Purchase as promptly as most expeditious manner practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endhereby.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Exchange as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and thereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawsLaws, so as to permit consummation of the Purchase transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation practicable, including the satisfaction of the transactions contemplated hereby conditions set forth in Article VI of this Agreement, and shall use commercially reasonable efforts to cooperate with the other party fully to that end.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties will party hereto shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of this Agreement, each of the parties hereto will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under consistent with applicable laws, so as law to permit consummation of consummate and make effective in the Purchase as promptly as most expeditious manner practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts hereby, including, without limitation, the transfer or reissuance of any permit, license, or approval required pursuant to cooperate with the other party to that endEnvironmental Laws.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will Parties shall use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, necessary or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endprovided for in this Agreement as soon as reasonably practicable.

Commercially Reasonable Efforts. Subject to the terms and conditions of provided in this Agreement, each of the parties will hereto shall use its commercially reasonable efforts in good faith to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or desirable, or advisable under applicable lawslaws and regulations, so as to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective the transactions contemplated hereby hereby, to obtain all necessary registrations and shall use commercially reasonable efforts filings, and to cooperate with remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the other party to that endtransactions contemplated by this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions of set forth in this Agreement, each of the parties will hereto shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as and to permit consummation of the Purchase as promptly as practicable assist and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other parties hereto in doing, all things under such party’s control or which such party is required to that enddo under this Agreement, or is necessary to do, to, as soon as reasonably practicable, effect the Exchange and any Option Closing and the other transactions contemplated hereby.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement, each of the parties will agrees to use its commercially reasonable efforts in good faith 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with by the other party to that endTransaction Agreements.

Commercially Reasonable Efforts. Subject The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries to the terms and conditions of this Agreement, each of the parties will use its use) their respective commercially reasonable efforts in good faith to take, promptly take or cause to be taken, taken all necessary actions, and to do, do or cause to be donedone all things, all things necessary, proper or desirable, or advisable under this Agreement or the Xxxxxxx Xxxxx Stockholder Agreement and applicable laws, so as laws to permit consummation of the Purchase as promptly as practicable consummate and otherwise to enable consummation of make effective all the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement as soon as practicable.

Commercially Reasonable Efforts. Subject to the terms and ------------------------------- conditions of this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper necessary or desirable, or advisable desirable under applicable lawslaw and the terms of this Agreement to consummate the transactions contemplated by this Agreement, so as including the execution and delivery of any further instruments or documents which are reasonably requested by a party in order to permit evidence or facilitate the consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endtransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties Party will use its commercially reasonable efforts in good faith to take, or cause to be taken, take all actions, action and to do, or cause to be done, do all things necessary, proper or desirable, or advisable under applicable laws, so to satisfy any condition hereunder in its power to satisfy and to consummate and make effective as to permit consummation of the Purchase as promptly soon as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endby this Agreement.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties will shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of satisfy the Purchase as promptly as practicable conditions to Closing set forth herein and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endhereby.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties will shall use its commercially reasonable efforts in good faith 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as to permit consummation of the Purchase as promptly as practicable Merger and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will shall use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, necessary or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endprovided for in this Agreement as soon as practicable.

Commercially Reasonable Efforts. Subject to the terms and conditions of set forth in this Agreement, each of the parties party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things necessary, proper or desirableproper, or advisable under advisable, consistent with applicable lawsLaw, so as to permit consummation of consummate the Purchase transactions contemplated hereby, including without limitation, making all required regulatory and other filings required by applicable Law as promptly as practicable and otherwise to enable consummation of after the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that enddate hereof.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreementherein provided, each of the parties will Party shall use its their respective commercially reasonable efforts in good faith to perform or fulfill all conditions and obligations to be performed or fulfilled by it under the Transaction Documents so that the Transactions shall be consummated as soon as practicable, and to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of consummate and make effective this Agreement and the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endTransactions.

Commercially Reasonable Efforts. Subject to the terms and conditions of set forth in this Agreement, each of the parties will Parties agrees to use its commercially reasonable efforts in good faith 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 desirableadvisable to consummate and make effective, or advisable under applicable lawsin the most expeditious manner practicable, so as the transactions contemplated by this Agreement and to permit consummation obtain satisfaction of the Purchase as promptly as practicable and otherwise conditions precedent to enable the consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that endhereby.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Non-Voting Exchange, as promptly as practicable and otherwise to enable consummation 30136630 of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper proper, or desirable, desirable or advisable under applicable laws, laws so as to permit consummation of the Purchase Transactions as promptly as practicable practicable, and otherwise to enable consummation each of the transactions contemplated hereby and shall parties will use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper Annex C (General Terms and Conditions) Page 14 SBLF0278 or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.. [Execution Copy]

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase Exchange, the Primary Investment Transactions and the Secondary Investor Sales, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and thereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions of and other agreements set forth in this Agreement, each of the parties will Parties agrees to use its commercially reasonable efforts in good faith 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 desirableproper, or advisable under applicable lawsto consummate and make effective, so as to permit consummation of in the Purchase as promptly as practicable and otherwise to enable consummation of most expeditious manner practicable, the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with by the other party to that endTransaction Agreements.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will to the Agreement agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase transactions contemplated hereby as promptly as practicable practicable, and otherwise to enable consummation of the transactions contemplated hereby on or before December 31, 2008, including the satisfaction of the conditions set forth in Article VI hereof, and shall use commercially reasonable efforts to cooperate fully with the other party parties hereto to that end.

Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties will hereto shall use its all commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as Laws and regulations to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of consummate the transactions contemplated hereby by this Agreement and shall use commercially reasonable efforts to cooperate with the other party to that endTransaction Documents at the earliest practicable date.