Common use of Efforts to Complete Clause in Contracts

Efforts to Complete. Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.3, each of Parent, Acquisition Sub and the Company shall each use its 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 or Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using and by causing its Affiliates and Subsidiaries to use reasonable best efforts to (i) cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby, each in form and substance reasonably satisfactory to Parent. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such Party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, neither Parent nor the Company shall be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract without the prior written consent of the other Party.

Efforts to Complete. Upon (a) Subject to the other terms and subject to the conditions set forth in of this Agreement Agreement, Seller and subject to Section 6.3, each of Parent, Acquisition Sub and the Company Purchaser shall each use its their respective commercially reasonable best efforts to taketake or cause to be taken, and shall cause the Other Sellers and the Other Purchasers, as the case may be, to use their respective commercially 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 Party or Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to (i) consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including using the Transaction Documents and by causing its Affiliates and Subsidiaries to use reasonable best efforts to (iii) cause the conditions to the Merger set forth in Article VIII other Party’s obligation to close the transactions contemplated hereby to be satisfied; . The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing. (b) In furtherance and not in limitation of the generality of the terms of Section 6.2(a), each of the Parties shall use commercially reasonable efforts to (i) coordinate and cooperate fully in all respects with each other and consider in good faith the views of the other in connection with any filing with or submission to any Governmental Authority made in connection with the transactions contemplated hereby, and in connection with any investigation or other inquiry of any Governmental Authority made in connection with the transactions contemplated hereby, (ii) obtain all necessary actions keep the other Party reasonably and timely informed of the status of matters related to the transactions contemplated hereby, including furnishing the other party with any written notices or non-actionsother communications received by such Party from, waiversor given by such party to, consentsany Governmental Authority regarding the transactions contemplated hereby, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger; and (iii) obtain all necessary permit the other Party to review and discuss in advance (when reasonably possible) and participate in the preparation of any filing, submission, comment response letter or appropriate consentsother substantive communication given by it to, waivers and approvals consult with each other in advance of any meeting or conference with, any Governmental Authority, and (iv) to the extent permitted by any Governmental Authority, give the other Party the opportunity to attend and participate in such meetings and conferences in accordance with applicable Law. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section as “outside counsel only.” Such 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, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) Subject to the obligations under Section 6.2(a) and Section 6.2(b), in the event that any Contracts Proceeding is instituted (or threatened to which be instituted) by a Governmental Authority challenging any of the Company transactions contemplated hereby or any other Transaction Document, each of the Parties shall coordinate and cooperate fully in all respects with each other and use its Subsidiaries respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, overturned or otherwise brought to a satisfactory conclusion any decree, judgment, injunction, agency decision, or other order, whether temporary, preliminary or permanent, that is a party in connection with this Agreement effect and the that delays, prohibits, prevents or restricts consummation of the transactions contemplated hereby, each in form and substance reasonably satisfactory to Parent. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such Party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, neither Parent nor the Company shall be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract without the prior written consent of the other Party.

Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.3Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall each use its their respective commercially reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other Party or Parties in doingdone promptly, all things necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, to satisfy all of the conditions to the obligations of the other parties hereto to effect the Merger, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in the most expeditious manner practicable, order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. (b) Parent and the Company agree, including using and by causing its Affiliates shall cause each of their respective Subsidiaries, to cooperate and Subsidiaries to use their commercially reasonable best efforts to obtain any government clearances or approvals required for Closing under the HSR Act and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (i) cause the conditions collectively “Antitrust Laws”), to the Merger set forth in Article VIII respond to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals any government requests for information under any Contracts Antitrust Law, and to which the Company or any of its Subsidiaries is a party in connection with this Agreement contest and the consummation of the transactions contemplated hereby, each in form and substance reasonably satisfactory to Parent. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take resist any action, including any legislative, administrative or fail to take any judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is intended torestricts, prevents or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law; provided, however, nothing contained in this Agreement, will require Parent or any of its Affiliates to (i) appeal any preliminary injunction entered in connection with the foregoing or (ii) agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its Subsidiaries or Affiliates or of the Company or its Subsidiaries, (y) the imposition of any material limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries, or (z) the imposition of any material impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Antitrust Laws (any such Party to fully perform its obligations under action described in (x), (y) or (z), an “Action of Divestiture”). In connection with obtaining such clearances or approvals, the Agreement. Notwithstanding anything parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the contrary hereinother parties in advance, neither Parent nor any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Fees payable to Governmental Entities in connection with filings required by any Antitrust Laws will be borne 50% by the Company shall be required prior and 50% by Parent. In connection with the foregoing, each of Parent, Merger Sub and the Company (i) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity and, subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication) and (ii) will not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the Effective Time to pay any consent or other similar feeextent permitted by such Governmental Entity, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract without the prior written consent of give the other Partyparty the opportunity to attend and participate thereat.

Efforts to Complete. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Section 6.3Agreement, each of Parent, Acquisition Sub and the Company and Parent shall each use its respective their 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 Party or Parties in doing, all things necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using and by causing its Affiliates and Subsidiaries to use reasonable best efforts to (i) cause the conditions preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to the Merger set forth in Article VIII to be satisfied; effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain obtaining and maintaining all necessary actions or non-actions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations required to be obtained from any Governmental Authorities, Authority or other third party that are necessary necessary, proper or advisable to consummate the Merger; transactions contemplated by this Agreement, and (iii) attempting to obtain a stay of any applicable order referenced in Section 7.03(b)(v). (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall (i) (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable (and in any event within ten Business Days after the date hereof), and (B) make an appropriate filing pursuant to any applicable Foreign Competition Law with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, as mutually agreed upon between the parties hereto, and (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any applicable Foreign Competition Law and take all other actions necessary to cause the expiration or appropriate consentstermination of the applicable waiting periods under the HSR Act or any applicable Foreign Competition Law as soon as practicable. (c) To the extent not prohibited by the relevant Governmental Authority and subject to the reasonably determined confidentiality obligations of each party, waivers each of Parent and approvals under the Company shall (i) promptly notify each other party hereto of any Contracts written or oral communication to which that party or its Affiliates from any Governmental Authority and, subject to Applicable Law, permit each other party to review in advance any proposed written communication to any Governmental Authority, in each case concerning this Agreement or the transactions contemplated hereby, (ii) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with each other party in advance, and to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in such meeting; provided, that if the Governmental Authority or Applicable Law does not permit such participation by the other party, or if both parties agree that such joint participation would not be advisable, the party meeting with such Governmental Authority shall allow outside counsel for the other party to attend and participate, to the extent permitted by the Governmental Authority or Applicable Law, and (iii) furnish each other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, concerning this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Company shall provide Parent the opportunity to participate in the defense of any Proceeding against the Company and/or its directors relating to the transactions contemplated by this Agreement and will obtain the prior written consent of Parent prior to settling or satisfying any such Proceeding. (d) Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its Subsidiaries to, nor shall the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby, each in form and substance reasonably satisfactory to Parent. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such Party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, neither Parent nor the Company shall be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract without the prior written consent of Parent agree or proffer to, divest, hold separate, or enter into any license or similar agreement with respect to, or agree to restrict the other Partyownership or operation of, any business or assets of Parent, the Company or any of their respective Subsidiaries.

Efforts to Complete. Upon (a) Subject to the final approval by the JDSU board of directors of the Distribution, in its unilateral discretion, upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.3Agreement, each of Parent, Acquisition Sub and the Company parties shall each use its respective commercially 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 party or Parties parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using and by causing its Affiliates and Subsidiaries to use commercially reasonable best efforts to to: (i) cause the conditions to the Merger set forth in Article VIII Articles VI and VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities governmental authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Mergergovernmental authorities; and (iii) obtain all execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Each party shall cooperate with one another in good faith to (i) promptly determine whether any filings are required to be or appropriate should be made, and whether any other consents, waivers and approvals approvals, permits or authorizations are required to be or should be obtained, from any governmental authority under any Contracts to which the Company or any of its Subsidiaries is a party other applicable law in connection with this Agreement and the consummation of the transactions contemplated hereby, each and (ii) promptly make any filings, furnish information required in form connection therewith and substance seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (c) From the date of this Agreement, in connection with any amendment or supplement to the Registration Statement thereto, Holdings shall allow Investor the opportunity review and comment thereon and Holdings will make such changes and additions as may be reasonably satisfactory requested by Investor prior to Parentfiling such amendment or supplement to the Registration Statement. In addition to furtherance and not in limitation of the foregoing, neither Parent or Acquisition Sub, on under no circumstances shall any information about Investor be included in the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such Party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, neither Parent nor the Company shall be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract Registration Statement without the Investor’s prior written consent of the other Party(not to be unreasonably withheld, conditioned or delayed).