Common use of Efforts to Close Clause in Contracts

Efforts to Close. Except as otherwise set forth in Section 5.4, subject to the terms and conditions set forth herein, and to applicable Law, each Party agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary, and assist and cooperate with the other Party in doing, all things necessary, proper or advisable, to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including the satisfaction of the conditions set forth in Article VI. Without limiting the generality of the foregoing, prior to the Closing, each Party shall use commercially reasonable efforts to obtain any third-party or governmental consent, waiver or approval required in connection with the consummation of the transactions contemplated hereby, and for a period of six (6) months after the Closing Date, Seller shall reasonably cooperate with Purchaser’s efforts to obtain any such consent, waiver or approval; provided, however, that (a) Seller shall be solely responsible for any amounts required to be paid under the express terms of any applicable Contract in order to obtain any such consent, waiver or approval and (b) each of Seller and Purchaser shall be responsible for one half of any other amounts required to be paid in order to obtain any such consent, waiver or approval; and, provided, further, that Seller shall not enter into any Contract, amend or terminate any Contract, make any payment or grant any concession (or permit any Conveyed Company to make take any of the foregoing actions), in each case for the purpose of obtaining any consent, waiver or approval without the prior written consent of Purchaser. Purchaser agrees that none of Seller or any of its Affiliates shall have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any such consent, waiver or approval, and no representation, warranty or covenant of Seller herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure; provided, that the foregoing shall not relieve Seller of any Liability under this Agreement for any failure by Seller to comply with the terms of this Section 5.3.

Efforts to Close. Except as otherwise (a) Upon the terms and subject to the conditions set forth in Section 5.4, subject to the terms and conditions set forth hereinthis Agreement, and to applicable Lawexcept as otherwise provided in this Agreement, each Party of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessaryactions, and to do, or cause to be done, and to assist and cooperate with the other Party parties in doing, all things things, and providing all information, necessary, proper or advisable, advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated herebyby this Agreement, including using reasonable best efforts to accomplish the satisfaction following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities, the making of all necessary registrations and filings (including filings with Governmental Entities) 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; (iii) the obtaining of all necessary consents, approvals or waivers from third parties; (iv) the defense of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Acquisition, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (v) the execution or delivery of any additional instruments necessary to consummate the Acquisition and to carry out fully the purposes of this Agreement in accordance with the terms and conditions hereof, (vi) the making of all filings required by applicable antitrust or fair trade Law of any applicable foreign jurisdiction or filings required by any foreign labor organization or works council, (vii) not taking any other action which would reasonably be expected to prevent, materially delay or materially impede the consummation of the Acquisition or the other transactions contemplated by this Agreement, and (viii) (in the case of Seller, and without prejudice to the foregoing) the taking of all necessary acts to enable Parent as promptly as is reasonably practicable to issue a shareholder circular comprising or accompanied by the Admission Document and otherwise to satisfy in all material respects all requirements (including those of Parent's AIM nominated advisor) and the taking of all necessary acts in connection with obtaining the Parent Shareholder Approval and the proposed admission to trading on the AIM Market (Alternative Investment Market) of the London Stock Exchange plc of the Parent Common Shares upon consummation of the Acquisition. In connection with, and without limiting, the foregoing, Seller and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the "HSR FILING") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable (and in any event within fifteen (15) business days of the date of this Agreement). The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. Seller shall use its reasonable best efforts to cause the Company and the Company's subsidiaries to (1) take all action that is commercially reasonable to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, such as to prohibit the Acquisition or any of the other transactions contemplated by this Agreement, and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, such as to prohibit the Acquisition or any of the other transactions contemplated by this Agreement, take all action that is commercially reasonable to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Acquisition and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent to agree or proffer to divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective subsidiaries. Nothing in this Agreement shall be deemed to require Seller to use its reasonable best efforts to cause the Company to agree or proffer to divest or hold separate any assets or any portion of any business of the Company or any of its subsidiaries. Subject to restrictions required by Law, each of Parent, Buyer and Seller shall promptly supply, and shall cause their Affiliates or owners promptly to supply, the others with any information which may be reasonably required in order to make any filings or applications pursuant to this Section 5.03(a). (b) Subject to applicable Law, each of Parent, Buyer and Seller will notify the others promptly upon the receipt of: (i) any comments or questions from any officials of any Governmental Entity or stock exchange in connection with any filings made pursuant hereto or the Acquisition itself and (ii) any request by any officials of any Governmental Entity or stock exchange for amendments or supplements to any filings made pursuant to any applicable Laws, rules and regulations of any Governmental Entity or stock exchange or answers to any questions, or the production of any documents relating to an investigation of the Acquisition by any Governmental Entity or stock exchange, other than the London Stock Exchange or the UK Financial Services Authority with respect to communications with Parent's AIM nominated advisor that, pursuant to the rules or regulations of such exchange or authority, are to remain confidential, regarding the Acquisition by or on behalf of any party. Whenever any event occurs that is required to be set forth in Article VIan amendment or supplement to any filing made pursuant to Section 5.03(a), Parent, Buyer or Seller, as the case may be, will promptly inform the others of such occurrence and cooperate in filing with the applicable Governmental Entity or stock exchange such amendment or supplement. Without limiting the generality of the foregoing, prior each party shall provide to the Closingother parties (or their respective advisors), upon request, copies of all correspondence between such party and any Governmental Entity or stock exchange relating to the Acquisition, other than to the London Stock Exchange or the UK Financial Services Authority with respect to correspondence with Parent's AIM nominated advisor that, pursuant to the rules or regulations of such exchange or authority, are to remain confidential, regarding the Acquisition by or on behalf of any party. Such materials and the information contained therein shall be given only to counsel of the recipient and with respect to Parent, Parent's AIM nominated advisor and counsel to Parent's AIM nominated advisor, and will not be disclosed by such counsel or advisors to employees, officers or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls and meetings with a Governmental Entity or stock exchange regarding the Acquisition shall include representatives of Parent, Buyer and Seller, other than the London Stock Exchange or the UK Financial Services Authority with respect to communications with Parent's AIM nominated advisor that, pursuant to the rules or regulations of such exchange or authority, are to remain confidential, regarding the Acquisition by or on behalf of any party. Subject to applicable Law, the parties will consult and cooperate with each Party shall use commercially reasonable efforts to obtain any third-party or governmental consent, waiver or approval required other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and proposals made or submitted to any Governmental Entity or stock exchange regarding the consummation of the transactions contemplated hereby, and for a period of six (6) months after the Closing Date, Seller shall reasonably cooperate with Purchaser’s efforts to obtain any such consent, waiver Acquisition by or approval; provided, however, that (a) Seller shall be solely responsible for any amounts required to be paid under the express terms on behalf of any applicable Contract in order to obtain any such consent, waiver or approval and (b) each of Seller and Purchaser shall be responsible for one half of any other amounts required to be paid in order to obtain any such consent, waiver or approval; and, provided, further, that Seller shall not enter into any Contract, amend or terminate any Contract, make any payment or grant any concession (or permit any Conveyed Company to make take any of the foregoing actions), in each case for the purpose of obtaining any consent, waiver or approval without the prior written consent of Purchaser. Purchaser agrees that none of Seller or any of its Affiliates shall have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any such consent, waiver or approval, and no representation, warranty or covenant of Seller herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure; provided, that the foregoing shall not relieve Seller of any Liability under this Agreement for any failure by Seller to comply with the terms of this Section 5.3party.

Efforts to Close. Except as otherwise set forth in Section 5.4, subject (a) Subject to the terms and conditions set forth herein, provided in this Agreement and to applicable Lawexcept as otherwise provided in this Agreement, each Party agrees to of the parties hereto shall cooperate with each other and use its commercially reasonable best efforts to take, or cause to be taken, all actions necessaryactions, and assist and cooperate with the other Party in doingto do, or cause to be done, all things necessary, proper or advisable, or as required under applicable Legal Requirements, to consummate and make effective, in effective the most expeditious manner Transactions as promptly as practicable, the transactions contemplated hereby, including the satisfaction by using commercially reasonable efforts to take all action necessary to satisfy all of the conditions to the obligations of the other party or parties hereto to effect the Transactions set forth in Article VI. Without limiting VII, to obtain all necessary waivers, consents, approvals and other documents required to be delivered by such party hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the generality Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. (b) Each of the foregoingSeller, prior to the Closing, each Party Company and Buyer shall use their commercially reasonable best efforts to prepare and file all necessary documentation, effect all necessary applications, notices, petitions, registration, filings and other documents, and obtain the authorization, approval or consent of any third-party Governmental Entity, whether U.S. federal, state, local or governmental consentforeign, waiver or approval and all other approvals and consents from any other Person (including the Required Consents) that may be reasonably required in connection with the consummation of the transactions contemplated herebyTransactions. To the extent permitted by Legal Requirements, and subject to all applicable privileges (including the attorney-client privilege), each of the parties hereto shall promptly inform the other of any material communication between the Company or Buyer (as applicable) and any Governmental Entity regarding the Transactions. If the Company or Buyer or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Transactions, then the Company or Buyer (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a period response in compliance with such request. (c) Pursuant to Section 721 and the CFIUS Regulations, Buyer, and the Seller shall use their commercially reasonable best efforts to prepare and file with CFIUS (1) a draft joint voluntary notice of six the Transactions within fifteen (615) months Business Days following the date of this Agreement and (2) a formal joint voluntary notice pursuant to Section 721, as promptly as practicable after receipt of CFIUS comments on such draft joint voluntary notice or confirmation by CFIUS that it has no comments. Buyer or Seller shall make all commercially reasonable best efforts to secure CFIUS Clearance as promptly as practicable after the Closing Datedate of the filing of the joint voluntary notice; provided that for purposes of this Section 6.1(c), Seller “commercially reasonable best efforts” shall reasonably cooperate with Purchaser’s efforts mean, in respect of obtaining CFIUS Clearance, that each party shall pay all costs, expenses and fees incurred by each such party in connection therewith and the parties shall otherwise take all such commercially reasonable actions and agree to obtain such commercially reasonable requirements or conditions to mitigate any such consentnational security concerns as may be requested or required by CFIUS in connection with, waiver or approvalas a condition of, the CFIUS Clearance; provided, however, that (a) Seller Buyer shall not be solely responsible for any amounts required to be paid under the express terms of any applicable Contract in order to obtain any such consent, waiver or approval and (b) each of Seller and Purchaser shall be responsible for one half of any other amounts required to be paid in order to obtain any such consent, waiver or approval; and, provided, further, that Seller shall not enter into any Contractagreement that materially interferes with Buyer’s ability to participate in the management, amend effective control or terminate any Contract, make any payment or grant any concession (or permit any Conveyed Company to make take any exercise of full rights of ownership of the foregoing actions)Company, in each case for including any obligation to sell, transfer, hold separate, divest, or otherwise dispose of the purpose Company’s businesses or assets or the assets of obtaining any consent, waiver or approval without the prior written consent of Purchaser. Purchaser agrees that none of Seller or any of its Affiliates shall have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any such consent, waiver or approval, and no representation, warranty or covenant of Seller herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure; provided, that the foregoing shall not relieve Seller of any Liability under this Agreement for any failure by Seller to comply with the terms of this Section 5.3Business.

Efforts to Close. Except as otherwise set forth in Section 5.4, subject (a) Subject to the terms and conditions set forth hereinof this Agreement, Sellers and to applicable Law, each Party agrees to Purchaser shall use its commercially reasonable best efforts to take, or cause to be taken, all actions necessaryand to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable, advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herebyTransactions, including (i) the satisfaction obtaining of all necessary actions or nonactions, waivers, consents, Permits, and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid a Claim by, any Governmental Authorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties, including non-governmental Health Care Programs, with respect to Assumed Contracts or otherwise, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Without limiting the generality of the foregoing, each of Purchaser and the Sellers shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions, promptly (and in any event, within fifteen (15) Business Days) after the Execution Date. In connection with such filings each of Purchaser and Sellers shall supply as promptly as reasonably practicable to the appropriate Governmental Authorities such other information that the Governmental Authorities may reasonably request. Purchaser shall pay all applicable filing fees for the filings made pursuant to the requirements of the HSR Act. In no event shall Sellers, without Purchaser’s prior written consent, (i) withdraw their filing under the HSR Act or extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions, (ii) propose, negotiate or agree to the sale, divestiture, license or other disposition of assets, operations, divisions, businesses, product lines, Contracts or customers of the White Oak Business or (iii) accept any conditions or take any other actions that would limit Purchaser’s freedom with respect to any assets, operations, divisions, businesses, product lines, Contracts, or customers of Purchaser or any of its Affiliates or any assets, operations, divisions, businesses, product lines, Contracts, or customers of the White Oak Business. (c) Subject to applicable confidentiality restrictions or restrictions required by Law, Sellers and Purchaser will notify the other Party promptly upon the receipt of: (i) any investigation, comments, questions or other inquiry from any officials of any Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any applicable Laws. Whenever any event occurs that is required to be set forth in Article VIan amendment or supplement to any filing made pursuant to Section 6.03(a), Purchaser or Sellers, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, prior to all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the Closingstaff or regulators of any Governmental Authority, each Party shall use commercially reasonable efforts to obtain any third-party or governmental consent, waiver or approval required in connection with the consummation Transactions(but, for the avoidance of doubt, not including any interactions between Purchaser or Sellers with Governmental Authorities in the transactions contemplated herebyOrdinary Course of Business or any disclosure which is not permitted by Law) shall be disclosed to the other Party in advance of such filing, submission or attendance, it being the intent of Sellers and Purchaser to consult and cooperate with one another, and for a period consider in good faith the views of six (6) months after the Closing Dateone another, Seller shall reasonably cooperate in connection with Purchaser’s efforts to obtain any such consentanalyses, waiver or approvalappearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals; provided, however, that (a) Seller the final determination as to the appropriate course of action relating to any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals shall be solely responsible for any amounts required to be paid under made by Purchaser, after good faith consultation with the express terms of any applicable Contract in order to obtain any such consent, waiver or approval and (b) each of Seller and Sellers’ Representative. Neither Purchaser shall be responsible for one half of any other amounts required to be paid in order to obtain any such consent, waiver or approval; and, provided, further, that Seller shall not enter into any Contract, amend or terminate any Contract, make any payment or grant any concession (or permit any Conveyed Company to make take nor any of the foregoing actions)Sellers shall independently participate in any substantive communication with any Governmental Authority in respect of any such filings, in each case for investigation, comments, questions or other inquiry without giving the purpose other prior notice of obtaining the meeting, and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Sellers and Purchaser may, as they deem advisable, designate any consentcompetitively sensitive materials provided to the other under this Section 7.02 or any other section of this Agreement as “outside counsel only.” Such “outside counsel only” materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, waiver officers, or approval directors of the recipient without the prior advance written consent of Purchaser. Purchaser agrees that none of Seller or any of its Affiliates shall have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any party providing such consent, waiver or approval, materials and no representation, warranty or covenant of Seller herein each party shall be breached or deemed breachedpermitted to redact any materials (i) to remove references concerning the valuation of the White Oak Business, and no condition shall be deemed not satisfied, (ii) as a result of such failure; provided, that the foregoing shall not relieve Seller of any Liability under this Agreement for any failure by Seller necessary to comply with the terms of contractual arrangements or applicable Law, and (iii) as necessary to address reasonable attorney-client or other privilege concerns. (d) Nothing in this Section 5.37.02 or otherwise in this Agreement shall require any party to this Agreement to respond to any “second request” or similar request for additional information or documentary material issued by any Governmental Authority pursuant to 15 U.S.C. § 18a(e) or 15 C.F.R. § 803.20 and in conjunction with the Transactions contemplated by this Agreement or to otherwise engage in any litigation with respect to the filings contemplated by this Section 7.02. (e) Nothing in this Section 7.02 or otherwise in this Agreement shall be interpreted to require Purchaser to propose, negotiate, effect or agree to, the sale, divestiture, hold separate condition, license or other disposition of any assets or businesses of Purchaser or its Affiliates or otherwise take any action that limits the freedom of action with respect to, or its ability to retain any of the assets, businesses, or product lines of Purchaser or its Affiliates. Purchaser shall have the right, but not the obligation, to oppose or refuse to consent to, through litigation or otherwise, any request, attempt or demand by any Governmental Authority or other Person for any sale, divestiture, hold separate condition, license or other disposition, or any other limitation of the freedom to act with respect to any assets, businesses or product lines of Purchaser or its Affiliates. Purchaser shall have the sole and exclusive right to direct and control any such litigation, with counsel of its own choosing, and Sellers shall reasonably cooperate with Purchaser with respect thereto. (f) Notwithstanding anything in this Section 7.02 to the contrary, with respect to the matters covered in this Section 7.02, Purchaser, after consulting with the Sellers’ Representative, shall make all decisions, lead in all discussions, negotiations and other actions, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by, any Governmental Authority, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or Claims challenging, the consummation of the Transactions. Sellers shall take such reasonable actions to secure needed approvals from any Governmental Authority and shall cooperate with Purchaser in litigating or otherwise contesting objections to, or action challenging, the consummation of the Transactions.