Common use of Reasonable Best Efforts; Cooperation Clause in Contracts

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 Merger and the other Transactions, including (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 this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Nothing set forth in this Section 5.03 will limit or affect actions permitted to be taken pursuant to Section 4.02.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and to obtain satisfaction or waiver of the other Transactionsconditions precedent to the consummation of the transactions contemplated hereby, including (ia) obtaining all of the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Authorities 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 a Proceeding by, any Governmental EntityAuthority, (iib) obtaining the obtaining of all necessary consents, approvals or waivers consents from third parties, (iiic) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceeding challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (ivd) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Nothing set forth in this Section 5.03 will limit or affect actions permitted to be taken pursuant to Section 4.02.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 Offer, the Merger and the other Transactions, including (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 this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Nothing set forth in this Section 5.03 5.02 will limit or affect actions permitted to be taken pursuant to Section 4.02.

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 advisable, subject to applicable Laws, to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and to obtain satisfaction or waiver of the other Transactionsconditions precedent to consummation of the Merger, including (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 this Agreement or the consummation of the Transactionstransactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Nothing set forth in this Section 5.03 will limit or affect actions permitted to be taken pursuant to Section 4.02.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this AgreementAgreement and subject to Section 5.8(d), each of the parties agrees Company and Parent agree to use their respective 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger transactions contemplated by this Agreement and to obtain satisfaction or waiver of the other Transactionsconditions precedent to the consummation of the transactions contemplated hereby, including including: (ia) as promptly as practicable, obtaining, filing or delivering all of the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals clearances from Governmental Entities Authorities and other third parties and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval Consent or waiver clearance from, or to avoid an action or proceeding Action by, any Governmental Entity, Authority; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiib) the defending of any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, ; and (ivc) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Nothing set forth ; provided, that, in no event shall the Company or any of its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to obtain any such Consent or clearance in connection with the transactions contemplated by this Section 5.03 Agreement unless such fee, penalty or other consideration will limit or affect actions permitted to be taken pursuant to Section 4.02reimbursed by Parent.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger transactions contemplated by this Agreement and to obtain satisfaction or waiver of the other Transactionsconditions precedent to the consummation of the transactions contemplated hereby, including including: (ia) obtaining all of the obtaining of all necessary actions or nonactions, waivers, consents and approvals Consents from Governmental Entities Authorities and other third parties 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 Consent from, or to avoid an action or proceeding Action by, any Governmental EntityAuthority, including, without limitation, taking actions to ensure 41 uninterrupted database or other transactional reporting required by Law; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiib) the defending of any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and ; (ivc) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Nothing set forth , (d) providing information with respect to any examination or information request by any Governmental Authority or any litigation and (d) having sufficient cash on hand in this Section 5.03 will limit or affect actions permitted the applicable Locations to allow business and operations to be taken pursuant to Section 4.02conducted in the ordinary course immediately after the Closing.

Reasonable Best Efforts; Cooperation. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to Parties shall promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger Mergers and the other Transactionstransactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and in any event prior to the Termination Date, including including: (i) the obtaining obtaining, filing or delivering all of all the necessary actions or nonactions, waivers, consents Consents and approvals clearances from Governmental Entities Authorities and other third parties and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval Consent or waiver clearance from, or to avoid an action or proceeding Action by, any Governmental Entity, Authority; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, ; and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Nothing For the avoidance of doubt, the Securityholder Representative shall have no obligations prior to the Closing other than in connection with the preparation, execution and delivery of the Escrow Agreement and any other matters expressly set forth in this Section 5.03 will limit or affect actions permitted to be taken pursuant to Section 4.02herein.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 Offer, the Merger and the other Transactions, including including, but not limited to, (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 this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, and (v) the actions contemplated by Section 5.10 of the Parent Disclosure Schedule. Nothing set forth in this Section 5.03 5.02(a) will limit or affect actions permitted to be taken pursuant to Section 4.02.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 Offer, the Merger and the other Transactions, including including, but not limited to, (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 this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Nothing set forth in this Section 5.03 will limit or affect actions permitted to be taken pursuant to Section 4.02.to