Covenants of Acquisition Sub and Parent. Relating to the Arrangement
(a) it shall not take any action, refrain from taking any action or permit any action to be taken, as the case may be, which is inconsistent with this Agreement or the Plan of Arrangement or which would reasonably be expected to impede the consummation of the Arrangement and other transactions contemplated hereunder;
(b) it shall use commercially reasonable efforts to (A) satisfy (or cause the satisfaction of) the conditions set forth in Article 8 to the extent the same are within its control, and (B) take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under all Applicable Law to support the transactions contemplated hereunder and under the Plan of Arrangement, including using its commercially reasonable efforts to:
(i) cooperate with Target in its efforts to obtain all Contractual Consents and the Shareholder Approval, and, as applicable, obtain or cooperate with Target in its efforts to obtain the Regulatory Approvals; and
(ii) cooperate with Target to oppose, lift or rescind any injunction or restraining Order or other Order or action seeking to enjoin the Arrangement, or otherwise adversely affecting the ability of Acquisition Sub and Target to complete the transactions contemplated hereunder; provided that nothing in this Section 6.1(b) shall derogate from Acquisition Sub’s rights under Article 9; and
(c) it shall use commercially reasonable efforts to conduct its affairs so all of its representations and warranties contained herein shall be true and correct in all material respects on and as of the Effective Time as if made at such time (except to the extent a representation or warranty speaks as of a specific date, in which case such representation or warranty shall continue to be true and correct as of such specified date).
