Efforts; Cooperation. (a) The Parent parties and the Company shall, and the Company shall cause each of its Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Transactions contemplated by this Agreement and the other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality of the foregoing, the Parties hereto (other than the Securityholder Representative) shall act promptly, and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) required to be paid in connection with such filings, applications and submissions shall be borne by the Buyer (including fees related to the spinoff of Maryland Sugarloaf). Buyer shall promptly pay the Company for any such costs following...
Efforts; Cooperation. From and after the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, except as otherwise specifically provided in Section 5.5. Without limiting the generality of the foregoing, (a) each Seller shall use its commercially reasonable efforts to cause the conditions set forth in Section 7.1 that are within its control or influence to be satisfied or fulfilled, and (b) Buyer shall use its commercially reasonable efforts to cause the conditions set forth in Section 7.2 that are within its control or influence to be satisfied or fulfilled.
Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement (including Section 5.4(a)), each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, except as otherwise specifically provided in Section 5.4. Without limiting the generality of the foregoing, (i) each Seller shall use its commercially reasonable efforts to cause the conditions set forth in Section 7.1 that are within its control or influence to be satisfied or fulfilled, and (ii) Buyer shall use its commercially reasonable efforts to cause the conditions set forth in Section 7.2 that are within its control or influence to be satisfied or fulfilled.
Efforts; Cooperation. (a) The Company will use all commercially reasonable efforts to cause the conditions specified in SECTION 8 (Condition to Each Party’s Obligation to Close) and SECTION 9 (Conditions to the Obligation of Parent and Buyer to Close) to be satisfied as soon as practicable.
Efforts; Cooperation. (a) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Offer, the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, each Party agrees to make an appropriate filing (or draft if required by the applicable Governmental Entity) pursuant to the HSR Act or any other applicable Antitrust Law with respect to the Transactions as promptly as practicable and in any event on or before the fifth (5th) Business Day after the date hereof and to respond as promptly as practicable to any request for additional information and documentary material pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain any other necessary approvals, clearances or consents from any Governmental Entity under any other applicable Antitrust Laws as soon as practicable.
Efforts; Cooperation. 55 4.5 Antitrust Filings ................................................................................................... 55 4.6 Nonsolicitation..................................................................................................... 56 -ii-
Efforts; Cooperation. (a) The Company will use commercially reasonable efforts to cause the conditions specified in SECTION 7 (Condition to Each Party’s Obligation to Close) and SECTION 8 (Conditions to the Obligation of the Buyer and the Merger Sub to Close) to be satisfied as soon as practicable. (b) The Company will use commercially reasonable efforts to promptly obtain all Required Consents and all other consents, waivers, and approvals required to be obtained by them in connection with the Transactions, including all consents, waivers, and approvals under any of the agreements to which the Company or any of the Subsidiaries is a party or by which it or their properties or assets are bound in order to preserve the benefits thereunder for the Company and the Subsidiaries in connection with the Transactions. (c) Should any Person require as a condition to it consenting to the Transactions or otherwise providing a Required Consent (i) the amendment, modification or replacement of any material term of any authorization, certification, franchise, license, permit or contract, or (ii) any new material terms to any authorization, certification, franchise, license, permit or contract, the Company shall not agree to the same without the prior written approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. Nothing in this Agreement shall obligate the Company or any of its Subsidiaries to make any payment to obtain a consent, waiver or approval. 55
Efforts; Cooperation. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and to obtain satisfaction or waiver of the conditions precedent to the Merger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all consents, approvals or waivers from third parties necessary for the consummation of the Merger, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Nothing set forth in this Section 5.5(a) will limit or affect actions permitted to be taken pursuant to Section 4.2.
Efforts; Cooperation. (a) Upon the terms and subject to the conditions set forth in this Agreement (including Section 5.2(a)), each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, (i) Seller shall use its reasonable best efforts to cause the conditions set forth in Section 7.1 to be satisfied or fulfilled, and (ii) Buyer and Atlas shall use their reasonable best efforts to cause the conditions set forth in Section 7.2 to be satisfied or fulfilled.
Efforts; Cooperation. Unless a different or higher standard is expressly required by this Agreement, the Parties agree to use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Laws, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of the Transaction Documents to which such Party is a party and consummate and make effective the transactions contemplated hereby and thereby. Each Party also agrees to use commercially reasonable efforts to cooperate with such other Parties and their employees, attorneys, accountants and other agents and, generally, do such other acts and things in good faith as may be reasonable to timely effectuate the purposes of this Agreement and the consummation of the transactions contemplated hereby and by the other Transaction Documents.
