Efforts; Regulatory Filings. Parent and the Company shall, and shall cause its Affiliates to, take any and all steps reasonably necessary to obtain any required approvals, consents or clearances from, and avoid or eliminate each and every impediment under any Law that may be asserted by, any governmental body or any other Person so as to enable the parties hereto to expeditiously close the Merger.
Efforts; Regulatory Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, 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 Contemplated Transactions, including (i) the obtaining of clearance and approvals under the HSR Act and the taking of all necessary steps to obtain such HSR Act clearance and approvals, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any Litigations, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactions, including, seeking to have any stay, temporary restraining order or other injunctive relief or order entered by any court or other Governmental Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Contemplated Transactions and to fully carry out the purposes of this Agreement. Without limiting the foregoing, the parties and their Subsidiaries and Affiliates shall not take or agree to take any action that would reasonably be expected to result in any of the conditions set forth in Article VI not being satisfied or to prevent or delay the consummation of the Contemplated Transactions. EXECUTION VERSION
Efforts; Regulatory Filings. (a) Buyer 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 Seller in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Buyer or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and the consummation of the Contemplated Transactions. Seller 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 Buyer in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon the consummation of the Contemplated Transactions.
Efforts; Regulatory Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, Buyer and Seller will use their respective 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 Party hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the transactions contemplated hereby set forth in Article 8 to be satisfied; (ii) obtain all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities; and
Efforts; Regulatory Filings. (a) Upon the terms and subject to the conditions of this Agreement, each Party shall use its reasonable best efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including obtaining all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.
Efforts; Regulatory Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Parent and Merger Sub 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 Contemplated Transactions, including (i) the obtaining of all Governmental Consents and the making of all filings, registrations or declarations, specified in Section 3.5 and Section 4.4 and the taking of all necessary steps to obtain such Governmental Consents and to make such registrations, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any Litigations, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactions, including seeking to have any stay, temporary restraining order or other injunctive relief or order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Contemplated Transactions and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Parent shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that could reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions.
Efforts; Regulatory Filings. (k) 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 or desirable under applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation necessary to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations, in each case, required to be made with or obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). In furtherance and not in limitation of the foregoing, each Party and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or any other Competition Law or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other Party hereto.
Efforts; Regulatory Filings. (a) Buyer and the Company shall their use 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 as promptly as practicable after the date hereof the Contemplated Transactions, including obtaining all necessary approvals and clearances from Governmental Authorities and satisfying the respective conditions set forth in Article VII. None of the parties shall take, or cause to be taken, any action with the intent of delaying the consummation of the Contemplated Transactions without written consent of the other party.
Efforts; Regulatory Filings. (a) 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 Contemplated Transactions, including (i) the obtaining of all necessary Governmental Consents and all necessary consents, approvals or waivers from third parties and (ii) the execution and delivery of any additional instruments necessary to consummate the Contemplated Transactions and to fully carry out the purposes of this Agreement as soon as reasonably practicable. Without limiting the foregoing, none of the Parties shall take or agree to take any action that could reasonably be expected to result in any of the conditions set forth in Article VII not being satisfied or to prevent or materially delay consummation of the Contemplated Transactions.
Efforts; Regulatory Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, Buyer and Seller will use their respective 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 Party hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the transactions contemplated hereby set forth in Article 8 to be satisfied; (ii) obtain all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. * Portions of this exhibit (indicated by [omitted]) have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission.
