Common use of Reasonable Best Efforts; Filings Clause in Contracts

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, including the terms of this Section 5.01, to the extent required under the HSR Act and any other applicable Regulatory Laws (collectively, the “Required Regulatory Approvals”) with respect to the Investors’ receipt of Compounded Dividends (as defined in the Certificate of Designations), each of the Company and the Investors shall cooperate with each other and use (and shall cause its Subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to obtain or submit, as the case may be, as promptly as practicable after notice by the Investors to the Company that any such Required Regulatory Approvals may be required, all Required Regulatory Approvals. In furtherance of the foregoing, each of the parties hereto shall cooperate with each other to evaluate and identify any filings, consents, clearances or approvals required with respect to the receipt of Compounded Dividends by the Investors under or in connection with any Regulatory Law. Upon notice by the Investors to the Company that any such restrictions may be necessary to avoid violation of Regulatory Law, the Company and the Investors agree to cooperate to issue Compounded Dividends identified in such notice in a form without voting rights or conversion rights into Common Stock, which restrictions would be removed upon obtaining any such Required Regulatory Approvals.

Reasonable Best Efforts; Filings. (a) Subject As set forth in the Certificate of Designations, the Acquired Shares shall be initially issued to the terms Investor without voting rights or conversion rights into Common Stock. After issuance and conditions following the expiration or termination of this Agreement, including the terms of this Section 5.01, to the extent required waiting period (and any extension thereof) under the HSR Act and any other applicable Regulatory Laws (collectively, the “Required Regulatory Approvals”) ), the Acquired Shares shall gain the right to vote on an as-converted basis with respect to the Investors’ receipt Common Stock and shall be convertible into Common Stock, in each case, pursuant to, and in accordance with, the terms of Compounded Dividends (as defined in the Certificate of Designations). Subject to the terms and conditions of this Agreement, including the terms of this Section 5.01, each of the Company and the Investors Investor shall cooperate with each other and use (and shall cause its Subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to obtain or submit, as the case may be, as promptly as practicable after notice by following the Investors to the Company that any such Required Regulatory Approvals may be requireddate hereof, all Required Regulatory Approvals. In furtherance of the foregoing, each of the parties hereto shall cooperate with each other to evaluate and identify any filings, consents, clearances or approvals required with respect to the receipt of Compounded Dividends by the Investors under or in connection with any Regulatory Law. Upon notice by the Investors to the Company that any such restrictions may be necessary to avoid violation of Regulatory Law, the Company and the Investors agree to cooperate to issue Compounded Dividends identified in such notice in a form without voting rights or conversion rights into Common Stock, which restrictions would be removed upon obtaining any such Required Regulatory Approvals.