Efforts to Comply Clause Samples

Efforts to Comply. If any objections are asserted with respect to either Relevant Assignment under any Law or if any suit is instituted (or threatened to be instituted) by any Governmental Authority or other Person challenging either Relevant Closing as a violation of any Law or that would otherwise prohibit or materially impair or materially delay either Relevant Closing, each Relevant Party shall use its commercially reasonable efforts to resolve any such objections or suits so as to permit such Relevant Closing without material modification to the terms of this Agreement.

Efforts to Comply. Without limiting the foregoing, the Company agrees that it will not, nor will it permit any of its Subsidiaries to, enter into any contract (written or otherwise) or other agreement that will expressly prohibit or, upon any default or breach thereof (whether with or without notice or the passage of time or both), would expressly prohibit the Company’s ability to redeem the Series A Special Stock as and to the extent required by the Certificate of Designations. In addition, from and after the later to occur of (x) the date of the Parent Stockholder Meeting (as defined in the Merger Agreement) if the Stockholder Approval is not obtained at such meeting and (y) the ten-month anniversary of the Closing, but in no event later than the first anniversary of the Closing Date, the Company agrees that (A) it will not, nor will it permit any of its Subsidiaries to, take any action or refrain from taking any action that, in any such case, would reasonably be expected to prohibit or materially limit the Company’s ability to redeem the Series A Special Stock as and to the extent required by the Certificate of Designations, other than with respect to ordinary course of business activities the absence of which would significantly impair the value of the Company’s business, and (ii) it will take, and will cause its Subsidiaries to take, commercially reasonable actions not prohibited by Legal Requirements and which are reasonably necessary to facilitate the redemption of the shares of Series A Special Stock as and to the extent required by the Certificate of Designations that may occur following the first anniversary of the Closing, including, if and only to the extent necessary to eliminate any capital deficit that might otherwise prohibit such redemption under applicable Legal Requirements, by revaluing its and its Subsidiaries’ assets to reflect market value and thereby eliminate any such capital deficit.

Efforts to Comply. If any objections are asserted with respect to the Transaction under any Law or if any suit is instituted (or threatened to be instituted) by any Governmental Authority or other Person challenging the Closing as a violation of any Law or that would otherwise prohibit or materially impair or materially delay the Closing, each of the Relevant Seller and the Purchaser shall use its commercially reasonable efforts to resolve any such objections or suits so as to permit the Closing without material modification to the terms of this Agreement.