Common use of Further Action; Best Efforts Clause in Contracts

Further Action; Best Efforts. (a) Subject to the terms and conditions herein provided, as promptly as practicable, the Company, Parent and MergerCo shall (i) make all filings and submissions under the HSR Act, (ii) use reasonable best efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act, (iii) use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary or appropriate to consummate the transactions contemplated hereby as soon as practicable. In connection with the foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Without limiting any of the Company’s obligations contained in this Section 7.07(a), Parent and MergerCo shall coordinate, and assume primary responsibility for managing, any required continuance of membership or other application, notice filing or other required submission with the NYSE or any other self-regulatory agency.

Further Action; Best Efforts. (a) Subject to Upon the terms and conditions herein provided, as promptly as practicable, the Company, Parent and MergerCo shall (i) make all filings and submissions under the HSR Act, (ii) use reasonable best efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act, (iii) use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior subject to the Merger Effective Time withconditions hereof, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation each of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (iv) parties hereto shall use its reasonable best efforts to take, or cause to be taken, all other actions action, and do, to do or cause to be done, and to assist and cooperate with the parties in doing, all other things necessary necessary, proper or appropriate advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby as soon as practicable. In connection with the foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to by this Agreement and the transactions contemplated hereby. Without limiting any Voting Agreement, including but not limited to (i) cooperation in the preparation and filing of the Company’s obligations contained in this Section 7.07(a)Form S-4, Parent and MergerCo shall coordinate, and assume primary responsibility for managingthe Proxy Statement, any required continuance filings under the HSR Act and any amendments to any thereof, (ii) determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of membership default, termination, amendment, alteration or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any Governmental Entities or third parties, including parties to loan agreements or other applicationdebt instruments, notice filing or other required submission in connection with the NYSE transactions contemplated by this Agreement, and (iii) promptly making any such filings, furnishing information required in connection therewith and timely seeking to obtain any such consents, approvals, permits or authorizations. The Company shall not take any action to restrict, limit or prohibit Newco's ability to exercise all of its rights and obligations under the Voting Agreement, and the Company and its Board of Directors has provided and shall provide and maintain all approvals required under Section 203 of the DGCL in order to permit such exercise; provided, however, that the Company and its Board of Directors will not be prohibited from taking any action required by the Board of Directors' fiduciary duties it deems reasonably appropriate in response to Newco attempting to acquire any shares of Company Common Stock other self-regulatory agencythan those subject to the option under Section 4 of the Voting Agreement (the "Voting Agreement Option"), except the Company and the Board of Directors will not revoke, amend or restrict the approvals under Section 203 of the DGCL referred to above, or attempt to assert that such approvals are not valid or are inapplicable.