Common use of Legal Conditions to the Contemplated Transactions Clause in Contracts

Legal Conditions to the Contemplated Transactions. 6.7(a) Subject to the terms hereof, including Section 6.7(b), the Company and Parent shall each use commercially reasonable efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Acquired Corporations or Parent in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, (B) to the extent set forth on Part 6.7 of the Company Disclosure Schedule, the HSR Act, any foreign antitrust laws or regulations, and any related governmental request thereunder, and (C) any other applicable Legal Requirements, 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. The Company and Parent shall cooperate with each other in connection with the making of all such filings (subject to applicable Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors with a reasonable opportunity for review prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use commercially reasonable efforts (subject to applicable Legal Requirements regarding the sharing of information) 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 Legal Requirements (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).

Legal Conditions to the Contemplated Transactions. 6.7(a) Subject to the terms hereof, including Section 6.7(b)Parent, the Company and Parent each Holder, severally but not jointly, shall each use all commercially reasonable efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby Contemplated Transactions and the Merger as promptly as reasonably practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any consentsConsents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Acquired Corporations or Parent it in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions and the Merger, (iii) as promptly as practicable, make all necessary filings, filings and thereafter make any other required submissionssubmissions it is required to make, with respect to this Agreement, the Offer Contemplated Transactions and the Merger required under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, and (B) to the extent set forth on Part 6.7 of the Company Disclosure Schedule, the HSR Act, any foreign antitrust laws or regulations, and any related governmental request thereunder, and (C) any other applicable Legal Requirements, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated byContemplated Transactions and the Merger, and to fully carry out the purposes of, of this Agreement. The Parent, the Company and Parent the Holders shall use commercially reasonable efforts to cooperate with each other in connection with the making of all such filings other than any filing required to be made by holders of Notes with the SEC or any regulatory body (subject to applicable Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors with a reasonable opportunity for review prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Notwithstanding the foregoing, this Section 5.1 shall not be deemed to impose greater or different obligations on the Company and or Parent shall each use commercially reasonable efforts (subject to applicable Legal Requirements regarding the sharing of information) to furnish to each other all information required for any application or other filing to be made pursuant with respect to the rules and regulations of any applicable Legal Requirements (including all information required to be included Merger than as provided in the Proxy Statement) in connection with the transactions contemplated by this Merger Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).

Legal Conditions to the Contemplated Transactions. 6.7(a) Subject to the terms hereof, including Section 6.7(b), Parent and the Company and Parent Consenting Stockholder shall each use all commercially reasonable efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby Merger and the Contemplated Transactions as promptly as reasonably practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any consentsConsents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Acquired Corporations or Parent Consenting Stockholder in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions and the Merger, (iii) as promptly as practicable, make all necessary filings, filings and thereafter make any other submissions that such party is required submissionsto make, with respect to this Agreement, the Offer Contemplated Transactions and the Merger required under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, and (B) to the extent set forth on Part 6.7 of the Company Disclosure Schedule, the HSR Act, any foreign antitrust laws or regulations, and any related governmental request thereunder, and (C) any other applicable Legal Requirements, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated byContemplated Transactions and the Merger, and to fully carry out the purposes of, of this Agreement. The Company Parent and Parent the Consenting Stockholder shall use commercially reasonable efforts to cooperate with each other in connection with the making of all such filings other than any filing required to be made by the Consenting Stockholder with the SEC or any regulatory body (subject to applicable Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors with a reasonable opportunity for review prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company and Notwithstanding the foregoing, this Section 5.2 shall not be deemed to impose greater or different obligations on Parent shall each use commercially reasonable efforts (subject to applicable Legal Requirements regarding the sharing of information) to furnish to each other all information required for any application or other filing to be made pursuant with respect to the rules and regulations of any applicable Legal Requirements (including all information required to be included Merger than as provided in the Proxy Statement) in connection with the transactions contemplated by this Merger Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).

Legal Conditions to the Contemplated Transactions. 6.7(a) Subject to the terms hereof, including Section 6.7(b), Parent and the Company and Parent Consenting Stockholder shall each use all commercially reasonable efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby Merger and the Contemplated Transactions as promptly as reasonably practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any consentsConsents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Acquired Corporations or Parent Consenting Stockholder in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions and the Merger, (iii) as promptly as practicable, make all necessary filings, filings and thereafter make any other submissions such party is required submissionsto make, with respect to this Agreement, the Offer Contemplated Transactions and the Merger required under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, and (B) to the extent set forth on Part 6.7 of the Company Disclosure Schedule, the HSR Act, any foreign antitrust laws or regulations, and any related governmental request thereunder, and (C) any other applicable Legal Requirements, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated byContemplated Transactions and the Merger, and to fully carry out the purposes of, of this Agreement. The Company Parent and Parent the Consenting Stockholder shall use commercially reasonable efforts to cooperate with each other in connection with the making of all such filings other than any filing required to be made by the Consenting Stockholder with the SEC or any regulatory body (subject to applicable Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors with a reasonable opportunity for review prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company and Notwithstanding the foregoing, this Section 5.2 shall not be deemed to impose greater or different obligations on Parent shall each use commercially reasonable efforts (subject to applicable Legal Requirements regarding the sharing of information) to furnish to each other all information required for any application or other filing to be made pursuant with respect to the rules and regulations of any applicable Legal Requirements (including all information required to be included Merger than as provided in the Proxy Statement) in connection with the transactions contemplated by this Merger Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).

Legal Conditions to the Contemplated Transactions. 6.7(a) Subject to the terms hereof, including Section 6.7(b)Parent, the Company and Parent each Selling Stockholder, severally but not jointly, shall each use all commercially reasonable efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby Contemplated Transactions and the Merger as promptly as reasonably practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any consentsConsents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Acquired Corporations or Parent it in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions and the Merger, (iii) as promptly as practicable, make all necessary filings, filings and thereafter make any other submissions it is required submissionsto make, with respect to this Agreement, Agreement and the Offer Contemplated Transactions and the Merger required under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, and (B) to the extent set forth on Part 6.7 of the Company Disclosure Schedule, the HSR Act, any foreign antitrust laws or regulations, and any related governmental request thereunder, and (C) any other applicable Legal Requirements, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated byContemplated Transactions, and to fully carry out the purposes of, of this Agreement. The Parent, the Company and Parent the Selling Stockholders shall use commercially reasonable efforts to cooperate with each other in connection with the making of all such filings other than any filing required to be made by any Selling Stockholder with the SEC or any regulatory body (subject to applicable Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors with a reasonable opportunity for review prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Notwithstanding the foregoing, this Section 4.3 shall not be deemed to impose greater or different obligations on the Company and or Parent shall each use commercially reasonable efforts (subject to applicable Legal Requirements regarding the sharing of information) to furnish to each other all information required for any application or other filing to be made pursuant with respect to the rules and regulations of any applicable Legal Requirements (including all information required to be included Merger as provided in the Proxy Statement) in connection with the transactions contemplated by this Merger Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).

Legal Conditions to the Contemplated Transactions. 6.7(a) Subject to the terms hereof, including Section 6.7(b)Parent, the Company and Parent each Releasor, severally but not jointly, shall each use all commercially reasonable efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby Contemplated Transactions and the Merger as promptly as reasonably practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any consentsConsents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Acquired Corporations or Parent it in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions and the Merger, (iii) as promptly as practicable, make all necessary filings, filings and thereafter make any other submissions it is required submissionsto make, with respect to this Agreement, the Offer Contemplated Transactions and the Merger required under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, and (B) to the extent set forth on Part 6.7 of the Company Disclosure Schedule, the HSR Act, any foreign antitrust laws or regulations, and any related governmental request thereunder, and (C) any other applicable Legal Requirements, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated byContemplated Transactions and the Merger, and to fully carry out the purposes of, of this Agreement. The Parent, the Company and Parent the Releasors shall use commercially reasonable efforts to cooperate with each other in connection with the making of all such filings other than any filing required to be made by any Releasor with the SEC or any regulatory body (subject to applicable Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors with a reasonable opportunity for review prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Notwithstanding the foregoing, this Section 5.3 shall not be deemed to impose greater or different obligations on the Company and or Parent shall each use commercially reasonable efforts (subject to applicable Legal Requirements regarding the sharing of information) to furnish to each other all information required for any application or other filing to be made pursuant with respect to the rules and regulations of any applicable Legal Requirements (including all information required to be included Merger than as provided in the Proxy Statement) in connection with the transactions contemplated by this Merger Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).

Legal Conditions to the Contemplated Transactions. 6.7(a) Subject to the terms hereof, including Section 6.7(b), each of the Company and Parent parties hereto shall each use commercially reasonable efforts to (i) take, or cause to be taken, all actions, and 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 the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Body or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Acquired Corporations Corporations, Parent or Parent Purchaser in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby that are necessary to consummate the Offer and the Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Securities Act, the Exchange Act and any other applicable federal or state securities laws, (B) to the extent set forth on Part 6.7 of the Company Disclosure Schedule, the HSR Act, any foreign antitrust laws or regulations, and any related governmental request thereunder, and (C) any other applicable Legal Requirements, 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. The Company and Parent Each of the parties hereto shall cooperate with each other in connection with the making of all such filings (subject to applicable Legal Requirements regarding the sharing of information), including providing copies of all such documents to the non-filing party and its advisors with a reasonable opportunity for review prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent Each of the parties hereto shall each use commercially reasonable efforts (subject to applicable Legal Requirements regarding the sharing of information) 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 Legal Requirements (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent and each of the Company parties hereto agree that nothing contained in this Section 6.7(a) shall modify or affect their respective rights and responsibilities under Section 6.7(b).