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

Further Actions; Reasonable Best Efforts. (a) Without waving any right to terminate this Agreement under Section 8.1 hereof, upon the terms and subject to the conditions hereof, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any of the Transaction Documents or the consummation of the transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or any Restraint vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. (b) In connection with and without limiting the foregoing, the parties shall use reasonable best efforts (i) to take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transaction Documents or any of the other transactions contemplated hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction Documents or any other transaction contemplated thereby, to take all action necessary to ensure that the transactions contemplated by the Transaction Documents may be consummated as promptly as practicable on the terms contemplated thereby and otherwise to minimize the effect of such statute or regulation on the transactions contemplated by the Transaction Documents.

Further Actions; Reasonable Best Efforts. (a) Without Upon effectiveness of this Agreement pursuant to Section 15.15 hereof, without waving any right to terminate this Agreement under Section 8.1 12.1 hereof, upon the terms and subject to the conditions hereof, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any of the Transaction Documents or the consummation of the transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or any Restraint vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. (b) In connection with and without limiting the foregoing, the parties shall use reasonable best efforts (i) to take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transaction Documents or any of the other transactions contemplated hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction Documents or any other transaction contemplated thereby, to take all action necessary to ensure that the transactions contemplated by the Transaction Documents may be consummated as promptly as practicable on 85 the terms contemplated thereby and otherwise to minimize the effect of such statute or regulation on the transactions contemplated by the Transaction Documents.

Further Actions; Reasonable Best Efforts. (a) Without waving any right Subject to terminate this Agreement under Section 8.1 hereof, upon the terms and subject to the conditions hereofof this Agreement, each of the parties agrees to party shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effectiveconsummate, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated by the Transaction Documentsthis Agreement, including without limitation using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in ARTICLE IX hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from any Governmental Entities Authority and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with any Governmental Authority, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Proceeding by any Governmental EntityAuthority, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any parties required as a result of the Transaction Documents or Acquisition and the consummation of the other transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or any Restraint vacated or reversedthis Agreement, and (iv) the execution execution, acknowledgment or delivery of all such deeds, endorsements, Consents, instruments of conveyance, assignment, transfer and delivery and other documents and instruments as the Buyer may reasonably request in order to carry out the purpose and intention of this Agreement, including to consummate more effectively the purchase, sale, conveyance, assignment, transfer and delivery of the Transferred Assets as contemplated by this Agreement, to vest in the Buyer good right, title and interest in, to and under the Transferred Assets or to enable the Buyer to protect, exercise and enjoy all rights and benefits of the Company or any additional instruments necessary of its Subsidiaries prior to Closing with respect thereto, and as otherwise appropriate to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes of, the Transaction Documentsof this Agreement. (b) In connection with and without limiting the foregoing, event that any Proceeding or Order is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the parties shall use reasonable best efforts (i) to take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transaction Documents or any of the other transactions contemplated hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction Documents Acquisition or any other transaction contemplated therebyby this Agreement, or any other agreement contemplated hereby, (i) each of the Buyer, the Company and its Subsidiaries shall cooperate in all respects with each other and use its respective commercially reasonable efforts to take all action necessary contest and resist any such Proceeding or Order and to ensure have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) each of the Transaction Documents may be consummated as promptly as practicable on Buyer, the terms contemplated thereby Company and otherwise its Subsidiaries shall use their respective commercially reasonable efforts to minimize the effect of such statute defend, at its own cost and expense, any action or regulation on actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. Notwithstanding anything herein to the Transaction Documentscontrary, nothing in this Agreement shall be deemed to require the Buyer or any Affiliate of the Buyer to agree to any divestiture by itself or the Company or any of their respective Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Further Actions; Reasonable Best Efforts. (a) Without Upon effectiveness of this Agreement pursuant to Section 15.15 hereof, without waving any right to terminate this Agreement under Section 8.1 12.1 hereof, upon the terms and subject to the conditions hereof, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including without limitation (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any of the Transaction Documents or the consummation of the transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or any Restraint vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. (b) In connection with and without limiting the foregoing, the parties shall use reasonable best efforts (i) to take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Transaction Documents or any of the other transactions contemplated hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction Documents or any other transaction contemplated thereby, to take all action necessary to ensure that the transactions contemplated by the Transaction Documents may be consummated as promptly as practicable on the terms contemplated thereby and otherwise to minimize the effect of such statute or regulation on the transactions contemplated by the Transaction Documents.

Further Actions; Reasonable Best Efforts. (a) Without waving any right Subject to terminate this Agreement under Section 8.1 hereof, upon the terms and subject to the conditions hereofof this Agreement, each of the parties agrees to party shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effectiveconsummate, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated by the Transaction Documentsthis Agreement, including without limitation using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in Article VIII hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from any Governmental Entities Authority and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with any Governmental Authority, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Proceeding by any Governmental EntityAuthority, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any parties required as a result of the Transaction Documents or Acquisition and the consummation of the other transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or any Restraint vacated or reversedthis Agreement, and (iv) the execution execution, acknowledgment or delivery of all such deeds, endorsements, Consents, instruments of conveyance, assignment, transfer and delivery and other documents and instruments as the Buyer and/or the applicable Designated Purchaser may reasonably request in order to carry out the purpose and intention of this Agreement, including to consummate more effectively the purchase, sale, conveyance, assignment, transfer and delivery of any additional instruments necessary the Transferred Assets as contemplated by this Agreement, to vest in the Buyer and/or the applicable Designated Purchaser good right, title and interest in, to and under the Transferred Assets or to enable the Buyer and/or the applicable Designated Purchaser to protect, exercise and enjoy all rights and benefits of the Company or its Subsidiaries prior to Closing with respect thereto, and as otherwise appropriate to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes of, the Transaction Documentsof this Agreement. (b) In connection with and without limiting the foregoingevent that any Proceeding or Order is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Acquisition or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, (i) each of the Buyer, the parties Company and its Subsidiaries shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such Proceeding or Order 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 prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (iii) each of the Buyer, the Company and its Subsidiaries shall use their respective reasonable best efforts to defend, at its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require the parties hereto or their Affiliates (x) to agree to any divestiture of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, or (y) to take all any action necessary under this Section 5.6(b) requested by any Governmental Authority that has the authority to ensure enforce any Antitrust Law, that no state takeover statute seeks, or similar statute authorizes its staff to seek, a preliminary injunction or regulation is or becomes applicable restraining order to enjoin consummation of the Transaction Documents Acquisition or any of the other transactions contemplated hereby or thereby by this Agreement. (c) In furtherance and not in limitation of the foregoing, and subject to Section 5.6(b) hereof, each of the Buyer and the Company shall (i) promptly make such filings under such foreign Antitrust Laws as the parties reasonably agree are necessary, and (ii) if any state takeover statute or similar statute or regulation becomes applicable make an appropriate filing of a Notification and Report Form pursuant to the Transaction Documents or any HSR Act with respect to the Acquisition and the other transaction contemplated thereby, to take all action necessary to ensure that the transactions contemplated by the Transaction Documents may be consummated this Agreement, as promptly as practicable on after the terms contemplated thereby date hereof and otherwise to minimize supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the effect HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Authority relating to any of the foregoing, provided, that the Buyer shall afford the Company a reasonable opportunity to participate therein. (d) The Company shall and shall cause its officers, employees and accountants to provide such statute information (including auditor’s work papers), consents and financial statements of the type that would be reasonably necessary to allow the Buyer or regulation on any of its Affiliates to prepare financial statements as may be required under Regulation S-X in connection with any filings under the transactions contemplated by Securities Act of 1933, as amended, or the Transaction DocumentsSecurities Exchange Act of 1934, as amended.