Common use of Efforts; Consents and Approvals Clause in Contracts

Efforts; Consents and Approvals. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to (and, in the case of HoldCo, cause the other Buyer Group Parties to) (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Transactions as promptly as practicable, (ii) obtain, or cause their Affiliates to obtain, from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by HoldCo or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iii) as promptly as reasonably practicable after the date hereof, make, or cause their Affiliates to make, all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Transactions under other applicable Law; provided that the Parties will cooperate with each other in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Transactions and seeking any such actions, consents, approvals or waivers or making any such filings; provided further that nothing herein shall require the Company or any of its Subsidiaries to take any action that is not contingent upon the Closing. The Company and HoldCo shall furnish, and cause their respective Affiliates to furnish, to each other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably required for any application or other filing under the rules and regulations of any applicable Law in connection with the Transactions.

Efforts; Consents and Approvals. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall will use its reasonable best efforts to (and, in the case of HoldCo, cause the other Buyer Group Parties to) (i) take, take (or cause to be taken, ) all appropriate action actions and do, do (or cause to be done, ) all things necessary, proper or advisable under applicable Law Law, or otherwise to consummate and make effective the Transactions as promptly as practicablepracticable (including, without limitation, the Company Board shall duly adopt the resolutions and provide other reasonable assistance to effect the Rollover Shareholders’ contribution of their respective Shares to the Merger Sub prior to the Closing); (ii) obtain, obtain (or cause their Affiliates to obtain, ) from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by HoldCo Parent or the Company or any of their respective Subsidiaries, or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, ; and (iii) as promptly as reasonably practicable after the date hereof, make, make (or cause their Affiliates to make, ) all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, Agreement and the Transactions under other applicable Law; provided that the Parties will cooperate with each other in determining whether any action by or in respect of, of (or filing with, ) any Governmental Entity is required, required in connection with the consummation of the Transactions and seeking any such actions, consents, approvals or waivers or making any such filings; provided further that nothing herein shall require the Company or any of its Subsidiaries to take any action that is not contingent upon the Closing. The Company and HoldCo shall Parent will furnish, and cause their respective Affiliates to furnish, to each other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably required for any application or other filing under the rules and regulations of any applicable Law in connection with the Transactions.

Efforts; Consents and Approvals. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Parties parties hereto shall use its reasonable best efforts to (and, in the case of HoldCo, cause the other Buyer Group Parties to) (i) take, or cause to be taken, all appropriate action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law Laws and regulations or otherwise to consummate and make effective the Transactions as promptly as practicable, including (i) causing the conditions to the Merger set forth in Article VI to be satisfied, (ii) obtain, the obtaining of all necessary actions or cause their Affiliates to obtain, from any Governmental Entities any consents, licenses, permitsnonactions, waivers, consents, clearances, approvals, authorizations and expirations or orders terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations, declarations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity (all of the foregoing, collectively, the “Governmental Consents”), (iii) the obtaining of all necessary consents, approvals or waivers from, and delivering of all necessary notifications to, third parties (including pursuant to any Material Contracts and Real Property Leases so as to seek to maintain and preserve the benefits to the Surviving Corporation of such Material Contracts and Real Property Leases as of and following the consummation of the Transactions), (iv) the defending of any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the Transactions; provided that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions under any contract or agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall cooperate with each other in (i) determining whether any filings are required to be made with, or Governmental Consents are required to be obtained from, any Governmental Entities (including in any foreign jurisdiction in which the Company or its Subsidiaries are operating any business) and (ii) to the extent not made prior to the date hereof, timely making or causing to be made all such applications and filings as reasonably determined by HoldCo Parent and the Company as promptly as practicable. Each party shall supply as promptly as practicable such information, documentation, other material or testimony that may be requested by any Governmental Entity, any other Governmental Consent and any such other applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective SubsidiariesSubsidiaries from the Federal Trade Commission or the Department of Justice, or to avoid any action or proceeding by any other Governmental Entity, Entity in connection with such applications or filings or the authorization, execution and delivery Merger. (c) The Company hereby agrees that from the date of this Agreement and through the consummation of the Transactions, and (iii) as promptly as reasonably practicable after the date hereof, make, or cause their Affiliates to make, all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this AgreementClosing, the Transactions under other applicable Law; provided that the Parties will cooperate with each other Company shall remain in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection compliance with the consummation of terms and conditions contained in the Transactions and seeking any such actions, consents, approvals or waivers or making any such filings; provided further that nothing herein shall require the Company or any of its Subsidiaries to take any action that is not contingent upon the Closing. The Company and HoldCo shall furnish, and cause their respective Affiliates to furnish, to each other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters Credit Agreement (as may be reasonably required for any application further amended), and shall not permit to occur or other filing under the rules and regulations of any applicable Law in connection with the Transactions.suffer to exist an

Efforts; Consents and Approvals. (a) Subject to the terms and conditions of this Agreement, each of the Parties Company and the Investor shall use its reasonable best efforts to (and, in the case of HoldCo, cause the other Buyer Group Parties to) (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective the Transactions transactions contemplated by the Transaction Documents as promptly as practicablepracticable following the date hereof, including (i) obtaining the Taobao Waiver, (ii) obtain, or cause their Affiliates to obtain, obtaining from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by HoldCo such Party or the Company or any of their respective Subsidiariesits Affiliates, or to avoid any action or proceeding by any Governmental EntityAuthorities, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by the Transaction Documents, and (iii) as promptly as reasonably practicable after the date hereof, make, or cause their Affiliates to make, making all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, filings with respect to this Agreement, the Transactions under other applicable Law; provided that the Parties will cooperate with each other in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, and in connection with this Agreement and the consummation transactions contemplated by the Transaction Documents under applicable Laws. For the avoidance of doubt, this includes the Transactions ODI Registration and seeking Approvals (prior to the Investor Nominee Assumption) and any such actions, consents, approvals or waivers or making any such filings; provided further that nothing herein shall require post-Closing filings with the Company or any of its Subsidiaries to take any action that is not contingent upon the ClosingCSRC and SEC required under applicable Laws. The Company and HoldCo the Investor shall furnish, and cause their respective Affiliates to furnish, furnish to each other all information concerning itself, its SubsidiariesAffiliates, directors, officers and shareholders and such other matters as may be reasonably required for any application or other filing under the rules and regulations of any applicable Law Laws in connection with the Transactionstransactions contemplated by the Transaction Documents. Each Party (or their respective Representatives, as appropriate) shall have the right to review in advance, and shall consult with each other on any application or filing made with, or material written materials submitted to, any Governmental Authorities (redacted as appropriate) in connection with the transactions contemplated by the Transaction Documents. Each Party shall keep the other Parties reasonably apprised of the status of matters relating to consummation of the transactions contemplated by the Transaction Documents, including promptly furnishing to the other Parties copies of notices or other material written communications (redacted as appropriate) received from third parties and Governmental Authorities in respect of the transactions contemplated by the Transaction Documents, in each case to the extent permitted by applicable Law.