Common use of Filings; Consents; Etc Clause in Contracts

Filings; Consents; Etc. During the Interim Period, each of Biomet, Merger Sub and Parent shall use 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Biomet, Merger Sub and Parent shall give all notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby. In addition, each of Biomet, Merger Sub and Parent agrees to use Reasonable Efforts to cooperate with the Company in connection with the foregoing, including using Reasonable Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) to cause the conditions set forth in Section 7.1 and Section 7.3 to be satisfied and to consummate the transactions contemplated herein. Notwithstanding the foregoing, (a) except as otherwise provided in this Agreement including as provided in Section 12.6(c), in no event shall the provisions of this Section 6.1 require Biomet, Parent or Merger Sub to expend any funds (other than de minimis amounts) in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents and (b) all of the provisions of this Section 6.1 shall be subject to the proviso contained in Section 6.2.

Filings; Consents; Etc. (a) During the Interim Period, each of Biomet, Merger Sub and Parent the Company shall use 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Biomet, Merger Sub and Parent the Company shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby. In addition, each of Biomet, Merger Sub and Parent the Company agrees to use Reasonable Efforts to cooperate with the Company in connection with the foregoing, including using Reasonable Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) to cause the conditions set forth in Section 7.1 and Section 7.3 7.2 to be satisfied and to consummate the transactions contemplated herein. Notwithstanding the foregoing, (a) except as otherwise provided in this Agreement including as provided in Section 12.6(c), in no event shall the provisions of this Section 6.1 require Biomet, Parent or Merger Sub to expend any funds (other than de minimis amounts) in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents and hereby. (b) all Within three (3) Business Days following the date of this Agreement, the Company shall provide notice of the provisions Merger and the transactions contemplated hereby to all holders of this Section 6.1 shall be subject Stock Options and Warrants to the proviso contained in Section 6.2extent necessary to cause all such Stock Options and Warrants to be terminated by virtue of the Merger.

Filings; Consents; Etc. During the Interim PeriodUnless a higher standard of effort is expressly set forth herein with respect to a particular matter, each of Biomet, Merger Sub the Sellers and Parent the Company shall use 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Biomet, Merger Sub the Sellers and Parent the Company shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents consents of all third partiesparties set forth in Section 5.3 of the Disclosure Schedule, including Apotex Inc., as required under the terms of that certain Cross License and Supply Agreement, dated February 14, 2012, by and between Apotex Inc. and Insight LLC (which such consent the Company shall seek at its sole cost and expense), and all Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby, and shall use Reasonable Efforts to ensure that each of the Distributor Contracts are amended in a manner consistent with the terms set forth in Section 7.2 of the Disclosure Schedule. In addition, each of Biomet, Merger Sub the Sellers and Parent the Company agrees to use Reasonable Efforts to cooperate with the Company Buyer in connection with the foregoing, including using Reasonable Efforts to (ax) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (by) to cause the conditions set forth in Section 7.1 9.1 and Section 7.3 9.2 to be satisfied and to consummate the transactions contemplated hereinhereby. Notwithstanding the foregoing, (a) except as otherwise provided in this Agreement including as provided in Section 12.6(c), in no event shall the provisions of this Section 6.1 require Biomet, Parent or Merger Sub to expend any funds (other than de minimis amounts) in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents and (b) all of the provisions of this Section 6.1 7.2 shall be subject to Section 13.2 and in the proviso contained in event of a conflict, Section 6.213.2 shall control.

Filings; Consents; Etc. During the Interim Period, each of Biomet, Merger Sub and Parent The Seller shall use 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Biometthe Seller shall, Merger Sub and Parent shall cause the Acquired Company to, if applicable, give all notices, notices and make all material required filings with or applications to Governmental AuthoritiesAuthorities required to be made by the Seller or any Acquired Company, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, that are necessary for the Parties parties to consummate the transactions contemplated hereby. To the extent any documentation is prepared by the Seller or the Acquired Companies or their counsel related to such Consents, the Seller will provide copies of all documentation to the Buyer for its review and approval prior to submitting such documentation to the appropriate Persons. In addition, each of Biomet, Merger Sub and Parent the Seller agrees to use Reasonable Efforts to cooperate with the Company in connection with the foregoing, including using Reasonable Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties parties to consummate the transactions contemplated hereby, and (b) to cause the conditions set forth in Section SECTION 7.1 and Section 7.3 SECTION 7.2 to be satisfied and to consummate the transactions contemplated herein. Notwithstanding the foregoing, (a) except as otherwise provided in this Agreement including as provided in Section 12.6(c), in no event shall the provisions of this Section 6.1 require Biomet, Parent or Merger Sub to expend any funds (other than de minimis amounts) in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents and (b) all of the provisions of this Section 6.1 shall be subject to the proviso contained in Section 6.2hereby.

Filings; Consents; Etc. During Each of the Interim Period, each of Biomet, Merger Sub Stockholder and Parent the Company shall use 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Biomet, Merger Sub the Stockholder and Parent the Company shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby. In addition, each of Biomet, Merger Sub the Stockholder and Parent the Company agrees to use Reasonable Efforts to cooperate with the Company Buyer in connection with the foregoing, including using Reasonable Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) to cause the conditions set forth in Section 7.1 and Section 7.3 7.2 to be satisfied and to consummate the transactions contemplated hereinhereby. Notwithstanding the foregoing, (a) except as otherwise provided in this Agreement including as provided in Section 12.6(c), in no event shall the provisions of this Section 6.1 5.2 require Biomet, Parent either of the Stockholder or Merger Sub the Company to expend any funds (other than de minimis amounts) in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents and (b) all of the provisions of this Section 6.1 shall be subject to the proviso contained Consents, except as provided below in Section 6.211.5(c) with respect to HSR Filing Fees.