Common use of Reasonable Best Efforts; Filings Clause in Contracts

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall, and each shall cause its Subsidiaries to, use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and other transactions contemplated hereby as promptly as reasonably practicable, including (i) (A) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all Filings as are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby, (B) obtaining, as promptly as practicable, and thereafter maintaining, all Consents from any Governmental Authority that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws), (C) obtaining all required Consents from non-governmental Third Parties (including as required under any Company Material Contract), and (D) cooperating with the other Parties hereto in their efforts to comply with their obligations under this Agreement, including those described in this Section 7.01, and executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby and fully carry out the purposes of this Agreement, and (ii) (A) defending any Action, whether judicial or administrative, brought by any Governmental Authority or Third Party challenging this Agreement or seeking to enjoin, restrain, prevent, prohibit or make illegal consummation of the Merger or any of the other transactions contemplated hereby and (B) contesting any Order that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated hereby.

Reasonable Best Efforts; Filings. (a) The parties hereto acknowledge and agree that one (1) or more filings (i) to the FCC under applicable Law may be necessary in connection with the Closing and (ii) to the FCC under applicable Law may be necessary in connection with the issuance of shares of Parent Common Stock upon any exchange of Acquired Shares pursuant to the Certificate of Designations. Further, the parties hereto acknowledge and agree that filings under, and compliance with the applicable requirements of, the HSR Act are required in connection with the Closing. Subject to the terms and conditions of this Agreement, each of Parent, the Company and Parent shall, the Investor Parties shall cooperate with each other and each use (and shall cause its Subsidiaries to, use their Affiliates to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (A) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to (1) obtain the expiration or termination of the waiting period under Applicable the HSR Act and (2) file a notice with the FCC to the extent applicable to such Investor Party under applicable Law in respect of the Closing or any such exchange, as applicable, and to consummate and make effective, in the Merger and other transactions contemplated hereby as promptly as most expeditious manner reasonably practicable, the Closing or any such exchange, as applicable, including (i) (A) preparing and filing as promptly as practicable with any Governmental Authority and fully all documentation to effect all Filings as are necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (B) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations or non-objections from any Governmental Authority or third party necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby, (B) obtainingClosing or any such exchange, as promptly as practicableapplicable, and thereafter maintaining, all Consents from any Governmental Authority that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws), (C) obtaining all required Consents from non-governmental Third Parties (including as required under any Company Material Contract), execute and (D) cooperating with the other Parties hereto in their efforts to comply with their obligations under this Agreement, including those described in this Section 7.01, and executing and delivering deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully carry out the purposes of this AgreementClosing or any such exchange, as applicable, and (iiD) (A) defending defend or contest in good faith any Action, whether judicial or administrative, Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any Governmental Authority or Third Party challenging this Agreement or seeking to enjoin, restrain, prevent, prohibit or make illegal material respect of the consummation of the Merger Closing or any of the other transactions contemplated hereby and (B) contesting any Order that enjoinssuch exchange, restrains, prevents, prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated herebyas applicable.

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall, the Purchaser shall cooperate with each other and each use (and shall cause its Subsidiaries to, use their respective to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable under Applicable Law to consummate cause the Merger and other transactions contemplated hereby conditions to the Initial Closing or Additional Closing, as applicable, to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including (i) (A) preparing and filing as promptly as practicable with any Governmental Authority and fully all documentation to effect all Filings as are necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Merger Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions. (b) The Company and the other transactions contemplated hereby, Purchaser agree to make an appropriate filing of a Notification and Report Form (B“HSR Form”) obtaining, pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as practicablereasonably practicable following the date of this Agreement, and thereafter maintaining, all Consents from any Governmental Authority that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying supply as promptly as reasonably practicable any additional information or and documentary material that may be requested pursuant to the HSR Act and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act, so as to enable the parties hereto to consummate the Transactions. (c) Each of the Company and the Purchaser shall use their respective reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other applicable Antitrust Lawsinquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or the Purchaser, as the case may be, from or given by the Company or the Purchaser, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (C“DOJ”) obtaining all required Consents from non-governmental Third Parties or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Transactions, (including iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective Subsidiaries, as required the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) and 4(d) documents” as that term is used in the rules and regulations under any Company Material Contract)the HSR Act and other confidential information contained in the HSR Form, and (Div) cooperating with to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other Parties hereto party the opportunity to attend and participate in their efforts such meetings and conferences. (d) Notwithstanding anything to comply the contrary in this Agreement (i) in no case shall the Company or the Purchaser be obligated to (and the Company shall not, without the written consent of the Purchaser, and in no event shall the Purchaser be deemed to have breached any representation, warranty, covenant or agreement for refusing to) become subject to, consent to or agree to, or otherwise take any action with their obligations under this Agreementrespect to, any requirement, condition, understanding, agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or business (including those described of its respective Affiliates (but for the avoidance of doubt excluding any Specified Persons, as to whom no such requirements, conditions, understandings, agreements or order shall apply in any event)) in any manner that, either individually or in the aggregate, (A) materially adversely affects the financial condition, business, or the operations of (x) the Company and its Subsidiaries, on a consolidated basis, or (y) the Purchaser and its Affiliates or (B) prohibits or materially limits the ownership, control or operation by (x) the Company and its Subsidiaries or (y) the Purchaser and its Affiliates of any material portion of its or their respective businesses or assets, or compels the Company or Purchaser or any of its Affiliates to dispose of or hold separate any of its material businesses or assets or any portion thereof; provided, however, that this Section 7.015.02(d) shall not apply to any such consent, and executing and delivering any additional instruments necessary agreement, action, consent, condition, understanding or order relating to consummate the transactions contemplated hereby and fully carry out Company’s interests in the purposes of this Agreement, Specified Business; and (ii) (A) defending in no case shall Purchaser be obligated to consent or agree to any Actionrequirement, whether judicial condition, understanding, agreement or administrative, brought by restriction relating to the identity or independence of any Governmental Authority Purchaser Designee or Third Party challenging this Agreement or seeking to enjoin, restrain, prevent, prohibit or make illegal consummation the conduct of the Merger or any of the other transactions contemplated hereby and (B) contesting any Order that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated hereby.Purchaser Director. Section 5.03