Common use of Reasonable Best Efforts; Cooperation Clause in Contracts

Reasonable Best Efforts; Cooperation. (a) From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its terms, each of the Parties will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things, necessary, proper or advisable to consummate and make effective, as promptly as practicable prior to the Termination Date, the Transactions in accordance with the terms of this Agreement and the Shareholder Agreement, including (i) the taking of all acts necessary to cause the conditions to the Offer and the conditions to the Merger to each be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations, notices and filings (including filings with Governmental Authorities) 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 Authority; (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation law that may be asserted by any Governmental Authority with respect to any aspect of the Transactions so as to enable the Closing to occur as soon as reasonably possible; (iv) the obtaining of all necessary consents, approvals or waivers from other third parties, including any such consents, approvals or waivers required in connection with any divestiture; (v) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or delaying, preventing or restraining the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated, overturned or reversed, including by vigorously pursuing all available avenues of administrative and judicial appeal; and (vi) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Shareholder Agreement.

Reasonable Best Efforts; Cooperation. (a) From Subject to the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its termsterms and conditions herein provided, each of the Parties will agrees to use its reasonable best efforts to (i) take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things, things necessary, proper or advisable under applicable Laws or required to be taken by any Governmental Entity or otherwise to consummate and make effective, effective the transactions contemplated by this Agreement as promptly as practicable prior practicable, (ii) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to the Termination Date, the Transactions be obtained or made by any Party in accordance connection with the terms authorization, execution and delivery of this Agreement and the Shareholder Agreementconsummation of the Merger, including (i) the taking of all acts necessary to cause the conditions to the Offer and the conditions to the Merger to each be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations, notices and filings (including filings with Governmental Authorities) 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 Authority; (iii) the avoidance of each defend and every impediment under any antitrust, merger control, competition or trade regulation law that may be asserted by any Governmental Authority with respect to any aspect of the Transactions so as to enable the Closing to occur as soon as reasonably possible; (iv) the obtaining of all necessary consents, approvals or waivers from other third parties, including any such consents, approvals or waivers required in connection with any divestiture; (v) the defending of contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or delaying, preventing or restraining the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered into by any Governmental Authority vacated, overturned Entity vacated or reversed, including (iv) cooperate in obtaining and obtain all consents, approvals or waivers from, or take other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by vigorously pursuing all available avenues of administrative and judicial appeal; this Agreement and (viv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the execution Exchange Act, and delivery any other applicable federal or state securities Laws, and (B) any other applicable Law, including the FCC Rules; provided that the Parties shall cooperate with each other in connection with the making of all such filings, including (subject to applicable Law) 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. The Parties shall use 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 additional instruments applicable Law (including all information required to be included in the Proxy Statement and the Schedule 13E-3) in connection with the transactions contemplated by this Agreement. The Parties agree to file all applications required to obtain the FCC Consent within 30 days of the date of this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to consummate the Transactions and to fully carry out the purposes of this Agreement, the proper officers and directors of each Party to this Agreement shall take all such necessary or desirable action. Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Sprint’s prior written consent, and nothing in this Section 4.4 or elsewhere in this Agreement shall require Sprint or its Affiliates to offer, accept or agree to (A) dispose or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Sprint’s and the Shareholder AgreementCompany’s or any Company Subsidiaries’ respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, Sprint, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world or (D) any limitations on the ability of Sprint to acquire or hold or to exercise full rights of ownership of the Company Common Stock or the capital stock of the Surviving Corporation and its Subsidiaries ((A) through (D) collectively, “Restrictions”) if such Restrictions would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the Company and the Company Subsidiaries, taken as a whole, or a material adverse effect on Sprint and its Subsidiaries, taken as a whole (a “Sprint Regulatory Adverse Effect”), it being agreed that in the case of measuring a Sprint Regulatory Adverse Effect (I) “Subsidiaries” shall not include the Company or the Company Subsidiaries, (II) Sprint Regulatory Adverse Effect shall be the level of, and shall be measured as to, what would be reasonably likely to have a material adverse effect on the Company and the Company Subsidiaries, taken as a whole, and not the level or measure of what would be reasonably likely to have a material adverse effect on Sprint and its Subsidiaries, taken as a whole, and (III) the effect shall be with respect to Sprint and its Subsidiaries. Upon the request of Sprint, and only upon the request of Sprint, the Company shall agree to any and all divestitures of spectrum and Restrictions with respect to the Company and the Company Subsidiaries so long as such divestitures and Restrictions are conditioned on the Closing.

Reasonable Best Efforts; Cooperation. (a) From Upon the date of terms and subject to the conditions set forth in this Agreement until Agreement, the Closing or the earlier termination of this Agreement in accordance with its terms, each of the Parties will Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties Parent and Acquisition Subsidiary in doing, all things, things necessary, proper or advisable to consummate and make effective, as promptly as practicable prior to in the Termination Datemost expeditious manner practicable, the Transactions in accordance with the terms of this Agreement Merger and the Shareholder Agreementother transactions contemplated hereby, including including, but not limited to, (i) the taking of all acts necessary to cause the conditions to the Offer and the conditions to the Merger to each be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Government Authorities and the making of all necessary registrations, notices registrations and filings (including filings with Governmental Authorities) 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 Authority; , (ii) timely making all necessary filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”), (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation law that may be asserted by any Governmental Authority with respect to any aspect performance of the Transactions so as to enable the Closing to occur as soon as reasonably possible; Company’s obligations under this Agreement, (iv) the obtaining of all necessary consents, approvals or waivers from other third partiesThird Parties, including any such consentsthose consents listed on Schedule 5.5, approvals or waivers required in connection with any divestiture; (v) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or delaying, preventing or restraining the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated, overturned vacated or reversed, including by vigorously pursuing all available avenues of administrative and judicial appeal; and (vi) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement; provided, however, that nothing in this Agreement shall require, or be construed to require, the Company to waive any condition to its obligation to proceed with the Closing as set forth in Section 7.2. In consummating the Merger and the Shareholder Agreementother transactions contemplated hereby, the Company shall comply with all applicable Laws.