Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and, if applicable, non-U.S. antitrust laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under Laws or otherwise to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary as are necessary for the consummation of the Transactions and to fulfill the conditions to the Merger; provided that neither Purchaser nor Parent will be required by this Section 9.05 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall shall: (ia) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act andany applicable foreign, if applicablefederal or state antitrust, non-U.S. antitrust laws competition or fair trade Laws with respect to the Transactions and Transactions; and (iib) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that . However, neither Purchaser nor Parent will be required by this Section 9.05 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that that: (Ai) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries or Subsidiaries; (Bii) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliatesAffiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and, if applicable, non-U.S. antitrust laws with respect to the Transactions transactions contemplated by this Agreement and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement, including including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary as are necessary for the consummation of the Transactions and to fulfill the conditions to the Mergertransactions contemplated by this Agreement; provided that neither the Purchaser nor Parent will not be required by this Section 9.05 6.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, the Company or any of their respective its subsidiaries or the Assets or (B) limits Parentthe Purchaser's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary Assets or any portion thereof or any of Parentthe Purchaser's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and, if applicable, non-U.S. antitrust laws with respect to the Transactions Merger and other transactions contemplated by this Agreement and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the TransactionsMerger and other transactions contemplated by this Agreement, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its the Subsidiary as are necessary for the consummation of the Transactions Merger and other transactions contemplated by this Agreement and to fulfill the conditions to the Merger; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 9.05 7.07 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective subsidiaries subsidiaries, or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its the Subsidiary or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall promptly after the date of this Agreement (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and, if applicable, non-U.S. antitrust laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Merger; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 9.05 8.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act andor other applicable foreign, if applicablefederal or state antitrust, non-U.S. antitrust laws competition of fair trade Laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Merger; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 9.05 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's ’s freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's ’s or its affiliates' ’ other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. xxx) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) if required, make promptly its respective filingsinitial filing under the HSR Act with respect to the Transactions within five business days of the date of this Agreement, and thereafter make any other required submissionssubmissions promptly, under the HSR Act and, if applicable, non-U.S. antitrust laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 9.05 7.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (a) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto Parties shall (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and, if applicable, non-U.S. antitrust laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary as are reasonably necessary for the consummation of the Transactions and to fulfill the conditions to the MergerCompletion; provided that neither the Purchaser nor Parent the Seller will be required by this Section 9.05 6.05 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (Aa) requires the divestiture of any assets of any of the Purchaser, Parent, the Company LNM or any of their respective subsidiaries LNM Subsidiary or (Bb) limits Parent's the Purchaser’s or LNM’s freedom of action with respect to, or its ability to retain, LNM and the Company and its Subsidiary LNM Subsidiaries or any portion thereof or any of Parent's the Purchaser’s or its affiliates' Affiliates’ other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option, as the case may be. In casethe event that, at any time after the Effective TimeCompletion, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement of the Parties shall use their reasonable best efforts to take all such action. The Parties acknowledge and agree that they shall use all reasonable efforts to cause the Completion to occur by December 31, 2004 or as soon as reasonably practicable thereafter.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (ia) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act andapplicable foreign, if applicablefederal or state antitrust, non-U.S. antitrust laws competition or fair trade Laws with respect to the Transactions and (iib) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvalsapprovals (including the VPSB Approval), authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 9.05 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (Ai) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries or (Bii) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreementhereof, each of the parties hereto shall (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act andand in the other countries where a merger filing is necessary or advisable, if applicableincluding but not limited to the United Kingdom and the Federal Democratic Republic of Germany, non-U.S. antitrust laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under Laws or otherwise applicable laws and regulations to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, works councils, employee representatives or any other representative body as required, and to fulfill the conditions to the Offer and the Merger; provided PROVIDED that neither Purchaser nor Parent will be required by this Section 9.05 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) if required, make promptly its respective filingsinitial filing under the HSR Act with respect to the Transactions within five business days of the date of this Agreement, and thereafter make any other required submissionssubmissions promptly, under the HSR Act and, if applicable, non-U.S. antitrust laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 9.05 7.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall shall, (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and, if applicable, non-U.S. with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust laws or competition Laws with respect to the Transactions Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including(A) notifying the other parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions; provided, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary as are necessary for the consummation that none of the Transactions and to fulfill the conditions to the Merger; provided that neither Purchaser nor Parent will be required by this Section 9.05 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of PurchaserCompany, Parent, the Company Merger Sub or any of their respective subsidiaries Affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or (B) otherwise take or commit to any action that limits Parent's its freedom of action with respect to, or its ability to retain, the Company and its Subsidiary or any portion thereof or any of Parent's its businesses, services or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Optionassets. In caseIf, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto Issuer, on the one hand, and the Principal Company Shareholders, on the other hand, shall (i) if required, make (or cause to be made) promptly its respective filings, and thereafter make any other required submissions, under the HSR Act andapplicable antitrust, if applicable, non-U.S. antitrust laws competition or fair trade Laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary Company, the Issuer or their respective subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the MergerShare Exchange; provided that neither Purchaser nor Parent none of the Issuer, the Principal Company Shareholders or the Company will be required by this Section 9.05 6.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires requires, before or after the Closing, the divestiture of any of its material assets or of any of the material assets of any of Purchaser, Parent, the Company or any of their respective its subsidiaries or (B) limits Parent's limits, before or after the Closing, its freedom of action with respect to, or its ability to retain, the Company and any of its Subsidiary assets or any portion thereof businesses or any of Parent's or its affiliates' other the assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Optionbusinesses of its subsidiaries. In case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (ia) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act andapplicable foreign, if applicablefederal or state antitrust, non-U.S. antitrust laws competition or fair trade Laws with respect to the Transactions and (iib) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 9.05 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (Ai) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries or (Bii) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) if required, make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act andor other applicable foreign, if applicablefederal or state antitrust, non-U.S. antitrust laws competition of fair trade Laws with respect to the Transactions and (ii) if Parent or Purchaser exercises any of the Options, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiary the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Merger; provided PROVIDED that neither Purchaser Merger Sub nor Parent will be required by this Section 9.05 6.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of PurchaserMerger Sub, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and its Subsidiary the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided further that nothing in this Agreement shall be deemed to require either Parent or Purchaser to exercise any Option. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.