Common use of Further Actions; Regulatory Approvals; Required Actions Clause in Contracts

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable thereafter, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby.

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and or to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Statutory Approvals, the Required State Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby.

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and or to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Statutory Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby.

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable thereafter, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Approvals and all other Consents of Governmental Entities provided, however, that are necessaryParent shall not be required to, proper or advisable to consummate the Merger and the Company shall not without Parent’s prior written consent, make, or commit or agree to make, any concession or payment to, or incur any obligation to, any Person to obtain any such Required Consent or other transactions contemplated hereby and (iv) executing and delivering Consent or make, or commit or agree to make, any additional instruments such concession or payment to, or incur any such obligation that are necessary, proper or advisable to consummate is not conditioned on the Merger and consummation of the other transactions contemplated hereby.Merger,

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and or to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Statutory Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger Merger. Parent shall be responsible for 100% of the fees, costs and expenses (except for the other transactions fees, costs and expenses of the Company’s advisors), including any filing fees, associated with any Filings or Consents contemplated herebyby this Section 6.03.

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and or to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Statutory Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger Merger. Parent shall be responsible for 100% of the fees, costs and expenses (except for the other transactions fees, costs and expenses of the Company’s advisors), including any filing fees associated with any Filings or Consents contemplated herebyby this Section 6.03.

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or advisable to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable necessary to consummate the Merger, (iii) obtaining the Required Statutory Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable necessary to consummate the Merger, (iv) avoiding the entry, enactment or application of any Law, Judgment, or other Legal Restraint that might impede or delay consummation of the Merger and the other transactions contemplated hereby and (ivv) executing and delivering any additional instruments that are necessary, proper or advisable necessary to consummate the Merger Merger. Parent shall be responsible for 100% of the fees, costs and expenses (except for the other transactions fees, costs and expenses of the Company's advisors), including any filing fees, associated with any Filings or Consents contemplated herebyby this Section 6.03.

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties Party shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary necessary, proper and advisable to cause the conditions to the Closing set forth in Article VII VI to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making making, as promptly as practicable, all necessary Filings with Governmental Entities Authorities or third parties, excluding the filing of the Proxy Statement and any other Filings required in connection therewith, (ii) obtaining the Required Consents and any third-party Consents that are taking, or causing to be taken, all actions necessary, proper or advisable to consummate obtain the Merger, (iii) obtaining the Required Approvals HSR Clearance as promptly as practicable and all other Consents of Governmental Entities Authorities or third parties that are necessary, proper or advisable necessary to consummate the Merger and the other transactions contemplated hereby as promptly as practicable and (iviii) executing and delivering delivering, as promptly as practicable, any reasonable additional instruments that are necessary, proper or advisable necessary to consummate the Merger and Merger. Parent shall be responsible for 100% of any filing fees under the other HSR Act incurred in connection with the transactions contemplated herebyby this Agreement (excluding, for the avoidance of doubt, the Education Transaction).

Further Actions; Regulatory Approvals; Required Actions. (al) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and or to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Statutory Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger Merger. Parent shall be responsible for 100% of the fees, costs and expenses (except for the other transactions fees, costs and expenses of the Company’s advisors), including any filing fees associated with any Filings or Consents contemplated herebyby this Section 6.03.

Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and or to effect the Closing as promptly as reasonably practicable thereafterpracticable, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any all other third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Statutory Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated herebyMerger.