Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. (a) EFTC, TBF II and K*TEC shall each use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC or TBF II or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Mergers, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II and K*TEC shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Viking and K*TEC Depot shall each use all reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Viking or TBF II Depot or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (BC) any other applicable law. EFTC, TBF II Viking and K*TEC Depot shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Viking and TBF II Depot shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTCEach of the Company, TBF II Parent and K*TEC shall each use Sub will take all reasonable efforts actions necessary to (i) takecomply promptly with all legal requirements which may be imposed on such party with respect to the Offer, or cause to be taken, all appropriate action, the Merger and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, by the Stockholders Agreement (ii) obtain including furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity and responding at the earliest practicable date with any requests for additional information received from any Governmental Entity or in connection therewith) and will promptly cooperate with and furnish information to each other in connection with any other third party such requirements imposed upon any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC or TBF II of them or any of their Subsidiaries in connection with the authorizationOffer, execution the Merger and delivery of this Agreement and the consummation of the transactions contemplated hereby includingby the Stockholders Agreement; provided, without limitationhowever, that Parent need not so comply if required by the MergersDepartment of Justice or any other Governmental Entity to hold separate, sell or otherwise dispose of any Subsidiary of Parent or the Company or assets or properties of any of the foregoing. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to obtain (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II and K*TEC shall will cooperate with each other in connection with the making of all such filingsobtaining) any consent, including providing copies of all such documents to the non-filing party and its advisors prior to filing andauthorization, if requestedorder or approval of, to accept all reasonable additionsor any exemption by, deletions or changes suggested in connection therewith. EFTC and TBF II shall use their reasonable efforts to furnish to each other all information required for any application Governmental Entity or other filing to be made pursuant to the rules and regulations of any applicable law (including all information public or private third party, required to be included in obtained or made by the Joint Proxy Statement/Prospectus and the Registration Statement) Company, Parent or any of their Subsidiaries in connection with the transactions Offer, the Merger, or the taking of any action contemplated by hereby or thereby. In case at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this AgreementAgreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party to this Agreement shall take all such necessary action.

Legal Conditions to Merger. (a) EFTCSubject to the terms hereof, TBF II Merger Partner and K*TEC Public Company shall each use all reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Merger Partner or TBF II Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the Mergers, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws or Canadian securities laws, and (B) any other applicable lawlaw and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. EFTC, TBF II Merger Partner and K*TEC Public Company shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Merger Partner and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law Law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTCSubject to the terms hereof, TBF II including Section 6.06(b), COR and K*TEC Millennium shall each use all their respective commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, including to (iii) obtain from any Governmental Entity or any other third party any consents, licenses, permitspermits (including any re-issuances thereof), waivers, approvals, authorizations, or orders required to be obtained or made by EFTC COR or TBF II Millennium or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includingincluding the Merger, without limitation, the Mergers, and (iiiii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (BC) any other applicable lawlaw and (iii) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. EFTC, TBF II COR and K*TEC Millennium shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC COR and TBF II Millennium shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. For avoidance of doubt, Millennium and COR agree that if and to the extent the requirements of Section 6.06(a) and Section 6.06(b) are not consistent with each other, the requirements of Section 6.06(b) shall control.

Legal Conditions to Merger. (a) EFTCSubject to the terms hereof, TBF II including Section 6.6(b), Merger Partner and K*TEC Public Company shall each use all reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Merger Partner or TBF II Public Company or any of their Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the Mergers, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities lawsLaws, and (B) any other applicable lawLaws, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. EFTC, TBF II Merger Partner and K*TEC Public Company shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Merger Partner and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II Public Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law Law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Xxxxxx Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) EFTC, TBF II and K*TEC shall each use all reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions necessary, proper or advisable to comply as promptly as reasonably practicable with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger, the Parent Share Issuance and the other transactions contemplated by this Agreement (including the furnishing of information for, and do, or cause to be donethe preparation and filing of, all things necessary and proper under applicable law statements, forms, registrations, filings, notices, representation letters, and declarations related to the Merger); (b) to cause the conditions set forth in Article VII to be satisfied and to consummate and make effective the transactions contemplated hereby as promptly as practicableby this Agreement in a reasonably expeditious manner; and (c) to obtain (and to cooperate with the Other Party to obtain) any material consent, (ii) obtain from authorization, Order or approval of, or any exemption or waiver by, any Governmental Entity or (including any Requisite Approvals) and any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders Third Party that is required to be obtained by the Company or made by EFTC or TBF II Parent or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement Merger and the consummation of the transactions contemplated hereby including, without limitation, the Mergers, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II and K*TEC shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. Upon either Party’s receipt of a communication from any Governmental Entity that causes such Party to believe that there is a reasonable likelihood that any Stockholder Approval will not be obtained or that the receipt of any required consent or approval may be materially delayed, such Party shall promptly (i) advise the Other Party and (ii) to the extent permitted by Law, provide the Other Party with a copy of such communication.

Legal Conditions to Merger. (a) EFTC, TBF II Seller and K*TEC Buyer shall each use all their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Seller or TBF II Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (BC) any other applicable law. EFTC, TBF II Seller and K*TEC Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Seller and TBF II Buyer shall use their reasonable respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Silknet and K*TEC Kana shall each use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Silknet or TBF II Kana or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, including the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II Silknet and K*TEC Kana shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Silknet and TBF II Kana shall use their commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Tuboscope and K*TEC Varco shall each use all reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Tuboscope or TBF II Varco or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Agreement, the Stock Option Agreements and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (BC) any other applicable law. EFTC, TBF II Tuboscope and K*TEC Varco shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Tuboscope and TBF II Varco shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II CC and K*TEC SM shall each use all requisite reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC CC or TBF II or SM or, in the case of CC, any of their its Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, including the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II CC and K*TEC SM shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC CC and TBF II SM shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Subject to the terms hereof Zircon and K*TEC Harmony shall each use all commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Zircon or TBF II or Harmony and/or any of their its Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the Mergers, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable lawlaw and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. EFTC, TBF II Zircon and K*TEC Hxxxxxx shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Zircon and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II Harmony shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Newpark and K*TEC Tuboscope shall each use all reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Newpark or TBF II Tuboscope or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (BC) any other applicable law. EFTC, TBF II Newpark and K*TEC Tuboscope shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Newpark and TBF II Tuboscope shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTCSubject to Section 6.02, TBF II Arbor and K*TEC Hyperion shall each use all reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by EFTC Arbor or TBF II Hyperion or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (BC) any other applicable law. EFTC, TBF II Arbor and K*TEC Hyperion shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Arbor and TBF II Hyperion shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Each of Company and K*TEC Partner shall each use all its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC or TBF II it or any of their its Subsidiaries in connection with the authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) subject to Section 6.06(b), the HSR Act and any related governmental request thereunder and (BC) any other applicable law. EFTC, TBF II Company and K*TEC Partner shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Company and TBF II Partner shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Seller and K*TEC Buyer shall each use all reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by EFTC Seller or TBF II Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II Seller and K*TEC Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Seller and TBF II Buyer shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Seller and K*TEC Buyer shall each use all reasonable their respective best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Seller or TBF II or any of their Subsidiaries Buyer in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, laws and (B) any other applicable law. EFTC, TBF II Seller and K*TEC Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to discuss and, if appropriate, accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Seller and TBF II Buyer shall use their reasonable respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTCSubject to the terms hereof, TBF II including Section 6.6(b), Merger Partner and K*TEC Public Company shall each use all reasonable best efforts to (i) take, or cause to be taken, all appropriate actionactions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary and necessary, proper under applicable law or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Merger Partner or TBF II Public Company or any of their Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby includinghereby, without limitation, the Mergers, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and its implementing regulations, and (BC) any other applicable lawlaw and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. EFTC, TBF II Merger Partner and K*TEC Public Company shall reasonably cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party . Merger Partner and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law Law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Xxxxxx Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

Legal Conditions to Merger. (a) EFTCExcept as otherwise provided herein, TBF II each of NDS, UEC and K*TEC shall each use Sub will take all reasonable efforts actions necessary to comply promptly with all legal requirements that may be imposed on such party with respect to the Merger (i) takeincluding, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or filings with any other third party Governmental Entity) and will promptly cooperate with and furnish information to each other in connection with any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC or TBF II such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of NDS and UEC will, and will cause its respective Subsidiaries to, take all actions reasonably necessary to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by (including requests for waivers or no action letters from the Securities and Exchange Commission), any Governmental Entity or court required to be obtained or made by NDS, UEC or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Merger Agreement. UEC shall (and NDS shall if required) file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement Agreement. UEC (and the consummation of the transactions contemplated hereby including, without limitation, the Mergers, and (iiiNDS if required) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect agrees to this Agreement and the Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II and K*TEC shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II shall use their reasonable efforts to furnish promptly respond to each other all any request for additional information required for any application or other filing to be made pursuant to Section (e)(1) of the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this AgreementHSR Act.

Legal Conditions to Merger. (a) EFTC, TBF II Cross and K*TEC Interpore shall each use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Cross or TBF II Interpore or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II Cross and K*TEC Interpore shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Cross and TBF II Interpore shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTC, TBF II Seller and K*TEC Buyer shall each use all their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by EFTC Seller or TBF II Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (BC) any other applicable law. EFTC, TBF II Seller and K*TEC Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Seller and TBF II Buyer shall use their reasonable respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.

Legal Conditions to Merger. (a) EFTCSubject to Sections 7.2 and 7.3, TBF II Parent and K*TEC the Company shall each use all reasonable their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, authorizations or orders required to be obtained or made by EFTC Parent or TBF II the Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including, without limitation, the MergersMerger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, laws and (B) any other applicable law. EFTC, TBF II Parent and K*TEC the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC Parent and TBF II the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement.