Common use of Efforts to Close Clause in Contracts

Efforts to Close. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use all reasonable 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 and regulations to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary 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 required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use their commercially reasonable best efforts to (i) file the Notification and Report Form within fifteen (15) Business Days of the date of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In connection with all filings made under the HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust Laws, and (ii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the Foreign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (d) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and shall obtain approval of this Agreement, the Merger and the transactions contemplated by this Agreement by the Federal Communication Commission and the Public Utilities Commissions of any state in which such approval is required (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Parent or the Company or any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to Parent, the Company or any of their respective Subsidiaries or the holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Company's business or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any legal requirement governing competition, monopolies or restrictive trade practices.

Efforts to Close. (a) Subject to the terms and conditions herein provided, each of this Agreement, the Company and Parent shall parties hereto agrees to use all its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and to cause the conditions to Closing set forth in Article VIII hereof to occur, including including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining the consents set forth on SCHEDULE 4.5 hereto; (ii) obtaining Delta or Purchaser submitting a report and maintaining all approvals, consents, registrations, permits, authorizations notice to the Israeli Corporate and other confirmations Securities Authorities and the shareholders of Delta if and as required to be obtained from any under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) authorities. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant party hereto agrees to the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use their commercially reasonable best efforts to (i) file the Notification and Report Form within fifteen (15) Business Days of the date of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the HSR ActH-S-R Act and use its reasonable best efforts to take, and (iii) take or cause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the HSR H-S-R Act as soon as practicable. In connection with all filings made under ; provided that the HSR Act, each failure to cause a condition to Closing to occur shall not be a breach of Parent and this Agreement unless the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant failure results from a party's failure to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially its reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant cause such condition to the Foreign Antitrust Laws, and (ii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the Foreign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, each of Parent and the Company shall in good faith reasonably cooperate and consult with each otheroccur. (db) In furtherance and not in limitation Each of the foregoingCompany and Delta shall, if applicable, each of Parent in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and the Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and shall obtain approval of this Agreement, the Merger and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or given by such party to, the Federal Communication Trade Commission and the Public Utilities Commissions of any state in which such approval is required (the "CLEC ApprovalsFTC"). In connection with all filings made , the Antitrust Division of the Department of Justice (the "DOJ") or any other governmental entity, and of any material communication received or given in connection with CLEC Approvalsany proceeding by a private party, in each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Parent or the Company or any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to Parent, the Company or case regarding any of their respective Subsidiaries or the holding separate of Company capital stock or imposing or seeking transactions contemplated hereby; and (iii) permit the other party to impose review any limitation on the ability of Parent, the Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Company's business or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any legal requirement governing competition, monopolies or restrictive trade practices.material

Efforts to Close. (a) Subject GenVec and Diacrin shall each use its commercially reasonable efforts, and Diacrin shall, to the terms and conditions of this Agreementextent within its control, cause the Company and Parent shall Diacrin Subsidiary to use all its commercially reasonable efforts (not to takerequire the payment of any money, or cause other than reimbursement of minor out-of-pocket expenses, to be takenany third party), all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary 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 required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use their commercially reasonable best efforts to (i) file furnish such information as may be required in connection with the Notification and Report Form within fifteen (15) Business Days preparation of the date of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant documents referred to the HSR Act, and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In connection with all filings made under the HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust LawsSection 4.2 above, and (ii) take or cause to be taken all other actions action necessary or desirable on its part so as to cause the expiration or termination permit consummation of the applicable waiting periods under Merger at the Foreign Antitrust Laws earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as soon as practicablea reorganization within the meaning of Section 368(a) of the Code. In connection with all filings made under the Foreign Antitrust Lawsevent that either party has taken any action, each whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of Parent and the Company shall in good faith reasonably cooperate and consult with each otherparties. (db) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company Diacrin shall as promptly as practicable after the date hereof use their commercially reasonable best efforts give prompt notice to make any appropriate filings necessary toGenVec, and GenVec shall obtain approval give prompt notice to Diacrin, of this Agreement(i) the occurrence, the Merger and the transactions contemplated by this Agreement by the Federal Communication Commission and the Public Utilities Commissions or failure to occur, of any state in event which such approval is required (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the contrarydate hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, nothing contained in as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Agreement Section 4.3(b) shall affect or be deemed to require Parent modify any representation or warranty made by, or the Company or conditions to the obligations to consummate the Merger of, any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to Parent, the Company or any of their respective Subsidiaries or the holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Company's business or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any legal requirement governing competition, monopolies or restrictive trade practicesparty hereto.

Efforts to Close. (a) Subject Except as otherwise set forth in Section 5.4, subject to the terms and conditions of this Agreementset forth herein, the Company and Parent shall to applicable Law, each Party agrees to use all its reasonable best efforts to take, or cause to be taken, all actions necessary, and to do, or cause to be doneassist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable laws and regulations advisable, to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions the satisfaction of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) In furtherance and not conditions set forth in limitation Article VI. Without limiting the generality of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant prior to the HSR Act Closing, each Party shall use commercially reasonable efforts to obtain any third-party or governmental consent, waiver or approval required in connection with respect to the consummation of the transactions contemplated hereby hereby, and for a period of six (6) months after the "Notification and Report Form") as promptly as practicable and use their commercially reasonable best Closing Date, Seller shall reasonably cooperate with Purchaser’s efforts to obtain any such consent, waiver or approval; provided, however, that (ia) file Seller shall be solely responsible for any amounts required to be paid under the Notification express terms of any applicable Contract in order to obtain any such consent, waiver or approval and Report Form within fifteen (15b) Business Days 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 date foregoing actions), in each case for the purpose of this Agreementobtaining any consent, (ii) supply as promptly as practicable waiver or approval without the prior written consent of Purchaser. Purchaser agrees that none of Seller or any additional information and documentary material that may be requested pursuant of its Affiliates shall have any liability whatsoever to Purchaser arising out of or relating to the HSR Actfailure to obtain any such consent, waiver or approval, and (iii) take all other actions necessary to cause the expiration no representation, warranty or termination covenant of the applicable waiting periods under the HSR Act as soon as practicable. In connection with all filings made under the HSR Act, each of Parent and the Company Seller herein shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust Lawsbreached or deemed breached, and (ii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the Foreign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (d) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and shall obtain approval of this Agreement, the Merger and the transactions contemplated by this Agreement by the Federal Communication Commission and the Public Utilities Commissions of any state in which such approval is required (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement 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 require Parent or comply with the Company or any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes terms of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to Parent, the Company or any of their respective Subsidiaries or the holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Company's business or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any legal requirement governing competition, monopolies or restrictive trade practicesSection 5.3.

Efforts to Close. (a) Subject to the terms ArQule and conditions of this Agreement, the Company and Parent Cyclis shall each use all reasonable 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 and regulations to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary 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 required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use their its commercially reasonable best efforts to (i) file furnish such information as may be required in connection with the Notification and Report Form within fifteen (15) Business Days preparation of the date of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant documents referred to the HSR Act, and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In connection with all filings made under the HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust LawsSection 4.2 above, and (ii) take or cause to be taken all other actions action necessary or desirable on its part so as to cause the expiration or termination permit consummation of the applicable waiting periods under Merger at the Foreign Antitrust Laws earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity and (3) satisfying the conditions precedent to such party’s obligations to consummate the Merger. No party hereof shall take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omit to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger as soon as practicablea reorganization within the meaning of Section 368(a) of the Code. In connection with all filings made under the Foreign Antitrust Lawsevent that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. Notwithstanding the preceding two sentences, each of Parent ArQule and Cyclis acknowledges and agrees that neither has made any representation or warranty to the Company other with respect to whether the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and such qualification shall in good faith reasonably cooperate and consult with each othernot be a condition to the consummation of the Merger by either of ArQule or Cyclis. (db) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company Cyclis shall as promptly as practicable after the date hereof use their commercially reasonable best efforts give prompt notice to make any appropriate filings necessary toArQule, and ArQule shall obtain approval give prompt notice to Cyclis, of this Agreement(i) the occurrence, the Merger and the transactions contemplated by this Agreement by the Federal Communication Commission and the Public Utilities Commissions or failure to occur, of any state in event which such approval is required (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the contrarydate hereof to the Closing Date and (ii) any material failure of Cyclis or ArQule, nothing contained in as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Agreement Section 4.3(b) shall affect or be deemed to require Parent modify any representation or warranty made by, or the Company or conditions to the obligations to consummate the Merger of, any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to Parent, the Company or any of their respective Subsidiaries or the holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Company's business or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any legal requirement governing competition, monopolies or restrictive trade practicesparty hereof.

Efforts to Close. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and except as otherwise provided in this Agreement, each of the Company and Parent shall parties agrees to use all its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things things, and providing all information, necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) preparing and filing the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filingspracticable, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) the obtaining of all necessary actions or nonactions, waivers, consents and maintaining approvals from Governmental Entities, the making of all approvalsnecessary 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, registrationsapprovals or waivers from third parties; (iv) the defense of any Actions, permitswhether judicial or administrative, authorizations and other confirmations required challenging this Agreement or the consummation of the Acquisition, including seeking to be obtained from have any governmental authority stay or temporary restraining order entered by any court or other third party that are necessaryGovernmental Entity vacated or reversed, proper (v) the execution or advisable 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 (bviii) (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 furtherance connection with, and not in limitation of without limiting, the foregoing, each of Seller and Parent shall duly file with the U.S. Federal Trade Commission and the Company shall make an appropriate filing Antitrust Division of a Notification the Department of Justice the notification and Report Form pursuant to report form (the "HSR FILING") required under the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") by this Agreement as promptly as practicable (and use their commercially reasonable best efforts to (i) file the Notification and Report Form in any event within fifteen (15) Business Days business days of the date of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may ). The HSR Filing shall be requested pursuant to in substantial compliance with the requirements of the HSR Act, and (iii) take all . Each party shall cooperate with the other actions party to the extent necessary to cause assist the expiration or other party in the preparation of its HSR Filing, to request early termination of the applicable waiting periods under period required by the HSR Act as soon as practicable. In connection with all filings made under the HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoingand, if applicablerequested, each of Parent and the Company to promptly amend or furnish additional information thereunder. Seller shall make any appropriate filings pursuant to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially its reasonable best efforts to cause the Company and the Company's subsidiaries to (i1) supply 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 promptly as practicable to prohibit the Acquisition or any additional information and documentary material that may be requested pursuant to of the Foreign Antitrust Lawsother transactions contemplated by this Agreement, and (ii2) take all other actions necessary if any state takeover statute or similar statute becomes applicable to cause the expiration or termination of the applicable waiting periods under the Foreign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (d) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and shall obtain approval of this Agreement, such as to prohibit the Merger 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 Federal Communication Commission effect of such statute or regulation on this Agreement, the Acquisition and the Public Utilities Commissions of any state in which such approval is required (the "CLEC Approvals")other transactions contemplated by this Agreement. In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything in this Agreement to the contrary, nothing contained Nothing in this Agreement shall be deemed to require Parent to agree or the Company proffer to divest or any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding hold separate (through the establishment of a trust or otherwise) of any assets or categories any portion of assets that are material to Parent, the Company or any of their respective Subsidiaries or the holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability business of Parent, the Company or any of their respective Subsidiaries, subsidiaries. Nothing in this Agreement shall be deemed to conduct their respective businesses require Seller to use its reasonable best efforts to cause the Company to agree or own such proffer to divest or hold separate any assets or to acquire, hold or exercise full rights any portion of ownership any business of the Company's business 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) otherwise taking any step request by any officials of any Governmental Entity or stock exchange for amendments or supplements to avoid any filings made pursuant to any applicable Laws, rules and regulations of any Governmental Entity or eliminate stock exchange or answers to any impediment which 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 an 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, each party shall provide to the other 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 asserted under 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 legal requirement governing competitionparty. Subject to applicable Law, monopolies the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and proposals made or restrictive trade practicessubmitted to any Governmental Entity or stock exchange regarding the Acquisition by or on behalf of any party.

Efforts to Close. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each of the Company and Parent parties hereto shall use all its commercially reasonable efforts efforts, to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, without limitation, (i) the preparation and execution of all agreements necessary to effect the transactions contemplated hereby, including the admission of the Successor General Partner as general partner of the Partnerships, (ii) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iii) using commercially reasonable efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other with respect to, and provide any necessary information with respect to, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. The Sellers and the Successor General Partner shall, including (i) preparing and filing as promptly as practicable with any governmental authority respect to a threatened or pending preliminary or permanent injunction or other third party all documentation to effect all necessary filingsorder, noticesdecree or ruling or statute, petitionsrule, statements, registrations, submissions regulation or executive order that would adversely affect the ability of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable the parties hereto to consummate the transactions contemplated by this Agreement, use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (b) In furtherance and not in limitation of Prior to the foregoingClosing, each of Parent the Sellers and the Company Successor General Partner shall make an appropriate filing of a Notification and Report Form pursuant to promptly notify the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use their commercially reasonable best efforts to (i) file the Notification and Report Form within fifteen (15) Business Days other in writing of the date of this Agreement, occurrence (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In connection with all filings made under the HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to the applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust Laws, and (ii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the Foreign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (d) In furtherance and not in limitation of the foregoing, if applicable, each of Parent and the Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and shall obtain approval of this Agreement, the Merger and the transactions contemplated by this Agreement by the Federal Communication Commission and the Public Utilities Commissions of any state in which such approval is required (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Parent or the Company or any Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwisenon-occurrence) of any assets event or categories the existence of assets that are material to Parentany circumstance of which any of the parties has knowledge, the Company occurrence (or any of their respective Subsidiaries non-occurrence) or the holding separate existence of Company capital stock which would be likely to cause any representation or imposing warranty contained in Article III or seeking to impose any limitation on Article IV hereof, as the ability of Parent, the Company or any of their respective Subsidiariescase may be, to conduct their respective businesses be untrue or own such assets inaccurate in any material respect and of any material failure of any Seller or the Successor General Partner to acquirecomply with or satisfy any covenant, hold condition or exercise full rights agreement to be complied with or satisfied by it hereunder; provided, however, that delivery of ownership of any notice pursuant to this Section 5.2(b) shall not affect the Company's business conditions set forth in Article VI and shall not limit or (ii) otherwise taking affect any step remedies available to avoid the Successor General Partner or eliminate any impediment which Sellers, as the case may be asserted under any legal requirement governing competition, monopolies or restrictive trade practicesbe.