Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable after the date hereof, including (i) as promptly as practicable making all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable and to the extent requested by Parent, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, any third party required in connection with the transactions contemplated by this Agreement under any Contract to which such party is a party; provided that (A) neither the Company nor any of its Subsidiaries will be required, in connection with the foregoing, to grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any Person in connection with seeking or obtaining any such consent, waiver or approval and (B) for the avoidance of doubt, nothing in this Agreement shall require Parent or any of its Subsidiaries to, and the Company may not and may not permit any of its Subsidiaries to, without the prior written consent of Parent, become subject to, consent to or offer or agree to any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any material assets or business, or any capital stock, of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing or (2) impose any material restriction, requirement or limitation on the operation of any business of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VI.

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date (subject to the terms of this Agreement), including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer, the Merger and the other transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act and Foreign Antitrust Laws; (ii) using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated hereby; and (iii) using reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable after Agreement. In clarification of the date hereofforegoing, including (i) as promptly as practicable making all necessary filingssuch reasonable best efforts of Omron, Parent and thereafter make any other required submissionsMerger Sub shall exclude, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable and to the extent requested by Parentsuch actions would, providing any notice toindividually or in the aggregate, and using reasonable best efforts to obtain any consenthave a material adverse effect on the business of Omron, waiver or approval fromParent or, after the Effective Time, the Surviving Corporation, any third party required in connection obligation of Omron, Parent or Merger Sub to hold separate, divest or enter into a consent agreement or assume any obligation (whether structural or behavioral) with the transactions contemplated by this Agreement under any Contract regard to which such party is a party; provided that (A) neither the Company nor any of its Subsidiaries will be requiredthe businesses, in connection with the foregoingproduct lines or assets of Omron or Parent, to grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any Person in connection with seeking or obtaining any such consent, waiver or approval and (B) for after the avoidance Effective Time, any of doubtthe businesses, nothing in this Agreement shall require Parent product lines or assets of the Surviving Corporation or any of its Subsidiaries toacquired pursuant to this Agreement and/or (C) after the Effective Time, and the Surviving Corporation or any of its Subsidiaries. To the extent such reasonable best efforts of Omron, Parent and/or Merger Sub would require Omron, Parent and/or Merger Sub to hold separate, divest or enter into a consent agreement or assume any obligation (whether structural or behavioral) with regard to the Company may not and may not permit or any of its Subsidiaries toor any of their respective businesses, without product lines or assets, Parent’s, Omron’s and/or the prior written consent Company’s effectuation of Parentsuch actions shall be contingent upon the consummation of the Offer and the Merger. Notwithstanding anything to the contrary in this Agreement, become subject to, consent no action taken by Parent pursuant to or offer or agree this Section 6.6 shall entitle Parent to any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any material assets or business, or any capital stock, reduction of the Company, Offer Price or the Surviving Corporation, Parent or any Subsidiary of any of the foregoing or (2) impose any material restriction, requirement or limitation on the operation of any business of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VIMerger Consideration.

Further Action; Efforts. (a) Upon Subject to the terms and subject to the conditions of this Agreement, each of the parties Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable under hereunder and applicable Law (including under any Antitrust Law) to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable after the date hereofpracticable; provided, including (i) as promptly as practicable making all necessary filingshowever, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable and to the extent requested by Parent, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, any third party required in connection with the transactions contemplated by this Agreement under any Contract to which such party is a party; provided that (A) neither the Company nor any of its Subsidiaries will be required, in connection with the foregoing, to grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any Person in connection with seeking or obtaining any such consent, waiver or approval and (B) for the avoidance of doubt, nothing in this Agreement Section 7.04 or elsewhere herein shall require require, or be construed to require, Parent or any of its Subsidiaries to, and Affiliates to (nor shall the Company may not and may not permit any of its Subsidiaries toCompany, without the prior written consent of Parent, become subject be permitted to, consent to or offer or agree to any requirement, condition, limitation, understanding, agreement or order to in connection with the matters contemplated by this Section 7.04) (A) (1) sell, lease, license, assign, transfer, divestdispose of, divest or otherwise encumber, or to hold separate pending any such action or otherwise dispose of (2) proffer, propose, negotiate, offer to effect or consent, commit or agree to any material assets sale, divestiture, lease, licensing, transfer, disposal, divestment or businessother encumbrance of, or to hold separate, in each case before or after the Effective Time, any capital stockassets, licenses, operations, rights, product lines, businesses or interest of Parent, the Company, the Surviving Corporation, Parent Corporation or any Subsidiary of any of the foregoing their respective Subsidiaries or Affiliates or (2B) impose take or agree to take any material restrictionother action, requirement or limitation agree or consent to any limitations or restrictions on the operation freedom of actions with respect to, or its ability to own, retain or make changes in, any business assets, licenses, operations, rights, product lines, businesses or interests of Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries or Affiliates or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation or the Company, except, in the case of either of the foregoing clauses (A) or (B), to the extent such action or actions would not reasonably be expected to, individually or in the aggregate, (x) restrict in any material respect or otherwise negatively and materially impact the operation or ownership by Parent, the Surviving Corporation, the Company and/or any of their respective Subsidiaries or Affiliates of the Shares, businesses or assets of the Surviving Corporation, the Company and/or their Subsidiaries, taken as a whole or (y) restrict in any material respect or otherwise negatively and materially impact the operations, businesses or assets of Parent and its Affiliates (excluding the Company and its Subsidiaries), taken as a whole (it being agreed and understood that materiality for purposes of this clause (y) shall be determined assuming Parent and its Affiliates, taken as a whole, were the size of the Company and its Subsidiaries, taken as a whole) (any actions described in clauses (A) or (B) of this proviso that would reasonably be expected to, individually or in the aggregate, have the effects described in clauses (x) or (y) of this proviso being collectively referred to herein as “Adverse Regulatory Effects”). In furtherance and not in limitation of the foregoing, each Party agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (ii) make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable, (iii) obtain as promptly as practicable all consents, registrations, approvals, waivers, permits, authorizations, clearances and other actions of or by any Subsidiary Governmental Entity that are necessary or advisable under or in respect of any Antitrust Laws in order to consummate the Offer, the Merger or any of the foregoing. Notwithstanding other transactions contemplated by this Agreement, including using its reasonable best efforts to obtain the foregoing without the imposition of any adverse conditions, limitations, requirements or anything else other restrictions that would apply after the Acceptance Time or the Closing, (iv) obtain as promptly as practicable all other consents, approvals, waivers, permits, clearances and other actions of or by any Governmental Entity or third party that are necessary or required in order to contraryconsummate the Offer, nothing in the Merger or any of the other transactions contemplated by this Agreement and (v) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any other Antitrust Laws. If the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”) issues a request for additional information and documentary material (a “Second Request”) under the HSR Act in relation to the Offer, the Merger and the other transactions contemplated by this Agreement, each of the Company and Parent shall require a waiver use reasonable best efforts to limit the scope of such Second Request but in any condition set forth in Article VIevent shall comply with such Second Request as promptly as practicable and otherwise to respond to and seek to resolve any requests for information, documents, data or testimony made by the FTC or the DOJ under the HSR Act.

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this AgreementAgreement (including Section 5.7(h)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) (other than under any applicable Gaming Law) to consummate the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable after the date hereof, including (i) as promptly as practicable making all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable and to the extent requested by Parent, providing any notice to, and using reasonable best efforts to obtain any consent, waiver or approval from, any third party required in connection with the transactions contemplated by this Agreement at the earliest practicable date, including using reasonable best efforts to: (i) cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and take such actions as are reasonably necessary to obtain any requisite consent (other than Gaming Approvals) or expiration of any applicable waiting period under the HSR Act and other Antitrust Laws; (ii) defend all Actions by or before any Governmental Entity (other than any Gaming Authority) challenging this Agreement or the consummation of the Merger; and (iii) resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Contract Antitrust Law raised by any Governmental Entity (other than any or Gaming Authority) and to which such party is a party; provided prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity (other than any or Gaming Authority) that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement (A) neither provided, however, that the Company nor shall not be required to incur any liabilities or pay more than a nominal sum to obtain any such consents, registrations, approvals, permits and authorizations). Upon the terms and subject to the conditions of its Subsidiaries will be required, in connection with the foregoing, to grant or offer to grant any accommodation or concession this Agreement (financial or otherwiseincluding Section 5.7(g)), each of Parent and Merger Sub shall use its best efforts to take, or make cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Gaming Laws to consummate the transactions contemplated by this Agreement at the earliest practicable date, including using best efforts to: (i) cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and take such actions as are reasonably necessary to obtain any paymentrequisite Gaming Approvals; (ii) defend all Actions by or before any Gaming Authority challenging this Agreement or the consummation of the Merger; and (iii) resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Gaming Authority and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any Person in connection with seeking injunction, decree, ruling, order or obtaining other action of any Gaming Authority that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement (provided, however, that the Company shall not be required to incur any liabilities or pay more than a nominal sum to obtain any such consentconsents, waiver or approval registrations, approvals, permits and (B) for the avoidance of doubt, nothing in this Agreement shall require Parent or any of its Subsidiaries to, and the Company may not and may not permit any of its Subsidiaries to, without the prior written consent of Parent, become subject to, consent to or offer or agree to any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any material assets or business, or any capital stock, of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing or (2) impose any material restriction, requirement or limitation on the operation of any business of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VIauthorizations).