Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or 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 contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect. (b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall use its reasonable best efforts to assist the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding to Company requests in connection with its efforts to retain the employees identified in Section 6.2(g) of the Parent Disclosure Schedule and to satisfy such condition; provided, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentence. (c) The Company and Parent shall cooperate with one another: (i) in connection with the preparation of the Registration Statement and the Proxy Statement; (ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws; (iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby; (iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement, and seeking timely to obtain any such Approvals, or making any filings; (v) in connection with the listing on the NYSE of the Parent Common Stock to be issued in the Merger; and (vi) in order to facilitate the achievement of the benefits reasonably anticipated from the Merger. (d) The Company shall use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, pursuant to documentation and in a manner reasonably acceptable to Parent.
Appears in 1 contract
Reasonable Best Efforts; Further Assurances. (a) Upon a. Under the terms and subject to the conditions set forth herein, except as otherwise provided in this AgreementAgreement or any Ancillary Agreement and subject to Section 6.4, each party hereto shall of the Parties agrees to use its reasonable best efforts before and, as may be applicable, after the Closing Date to take, take or cause to be takentaken all action, all actions, and do, to do or cause to be done, and to assist and cooperate with the other party or parties Party in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws which are the subject of Section 6.4) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Ancillary Agreements; , including: (i) the preparation, negotiation and finalization of the Ancillary Agreements, and, following the Closing, the administration and coordination of the Ancillary Agreements, (ii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (iii) liftthe obtaining of all necessary actions, rescind or mitigate consents, approvals and waivers of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws which are the effects subject of Section 6.4), (iv) to the extent consistent with, but without limiting, the obligations of the Parties set forth in Section 6.4, the defending of any injunction Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (v) the effecting of all registrations, filings and transfers of Environmental Permits necessary for the operation of the Business and required under Environmental Laws, (vi) the executing, acknowledging and delivering such assignments, transfers, consents, assumptions and other Order adversely affecting documents and instruments and the ability taking of such other actions as may reasonably be requested by the other Party in order to carry out the intent of this Agreement and any party hereto to consummate Ancillary Agreements, and (vii) the conveying and transferring to, and vesting in, Purchaser and the Purchaser Designated Affiliates of, the Shares, Purchased Assets and Assumed Liabilities, as contemplated by this Agreement, the Local Implementing Agreements and the transactions contemplated hereby and thereby thereby. From and after the date hereof, each Party shall use its reasonable best efforts to prevent, with respect take the actions set forth in Section 6.5 and each Party agrees to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate provisions set forth on Section 6.5 of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, Seller Disclosure Letter.
b. Without limiting and in the reasonable judgment of Parent, might result in a limitation furtherance of the benefit expected provisions of Section 6.5(a), and in order to be derived by Parent as a result facilitate the consummation of the transactions contemplated hereby or might adversely affect by this Agreement and the Company or Ancillary Agreements on a timely basis, promptly following the date hereof, Seller Parent or any and Purchaser shall organize a transition team (the “Transition Team”), co-chaired by a representative of Parent's AffiliatesSeller Parent and by a representative of Purchaser and including equal representation of Seller Parent and Purchaser, which Transition Team shall have responsibility for (i) coordinating and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, including identifying the services to be provided by Seller Parent to Purchaser and its Subsidiaries. Neither party hereto will take any action which results in any Subsidiaries after the Closing pursuant to the terms of the representations or warranties made by Transitional Services Agreement, in each case, the applicable periods for such party pursuant to Articles II or IIIservices, as it being understood that the case may be, becoming untrue or inaccurate in any material respect.
(b) The parties hereto Parties shall use their reasonable best efforts to satisfy or cause to be satisfied agree upon all matters in the Transitional Services Agreement, (B) the administration and coordination of the conditions precedent Ancillary Agreements following the Closing, (C) subject to Section 6.4, obtaining or making all third party consents, approvals, notifications and Governmental Authorizations that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall use its reasonable best efforts to assist the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding to Company requests in connection with its efforts to retain the employees identified in Section 6.2(g) of the Parent Disclosure Schedule and to satisfy such condition; provided, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentence.
(c) The Company and Parent shall cooperate with one another:
(i) in connection with the preparation of the Registration Statement and the Proxy Statement;
(ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws;
(iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby;
, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Financing in accordance with Section 6.28, (ii) negotiating in good faith and agree on a fair allocation of assets that are related both to the Business and the Retained Businesses, with such allocation to take into account and be based on the relative historical use of such assets by each business and the allocation of costs associated with such assets in accordance with the Logistics and Services Agreement, (iii) coordinating and directing the efforts of the Parties with respect to the retention of Information relating to the Business, access to Information of the Business and to personnel, and financial reporting assistance in accordance with Section 6.10, (iv) in seeking any Approvals or making any filingscommunications, including furnishing information required in connection therewith or with public relations and investor relations strategy and approach of the Registration Statement or Parties regarding this Agreement and the Proxy Statementtransactions contemplated hereby, and seeking timely to obtain any such Approvals, or making any filings;
(v) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby, including transitional plans of Purchaser and Seller Parent following the Closing, to the extent not in connection violation of applicable Laws, including Laws regarding the exchange of information and Antitrust Laws.
c. If the Parties disagree upon any matter subject to the oversight of the Transition Team, the members of the Transition Team shall work together in good faith to resolve the disagreement in a mutually acceptable manner. In the event that the Transition Team is unable to resolve such disagreement in a timely manner, and in any event within five (5) days of written notice of such disagreement by one Party to the other, the matter in dispute shall be elevated to Xxxxxxx X. Xxxxxxxx of Seller Parent and Xxxxx Xxxx of Purchaser for further good faith discussion. During the course of all such discussions, the Parties shall cooperate with each other and all reasonable requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. In the event that any disagreement is not resolved by the Parties within fifteen (15) days following delivery of the written notice mentioned above, the Parties may seek any remedies to which they may be entitled in accordance with the listing on terms of this Agreement, provided that nothing herein shall prevent either Party from initiating proceedings in accordance with this Agreement if such Party would be substantially harmed by a failure to act during the NYSE time that such good faith efforts are being made to resolve the disagreement through negotiation or if the consummation of the Parent Common Stock transactions contemplated hereby would reasonably be expected to be issued in delayed. In the Merger; and
(vi) in order to facilitate event that any proceeding is commenced under this Section 6.5(c), the achievement of the benefits reasonably anticipated from the Merger.
(d) The Company shall use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company Parties agree to continue to conduct its business consistent with historical operations and as currently conducted, pursuant work in good faith to documentation and in a manner reasonably acceptable resolve any disagreement according to Parentthe terms of this Section 6.5 during the course of such proceeding.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Icu Medical Inc/De)
Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or 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 contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other OrderOder, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.
(b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall use its reasonable best efforts to assist the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding to Company requests in connection with its efforts to retain the employees identified in Section 6.2(g) of the Parent Disclosure Schedule and to satisfy such condition; provided, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentence.
(c) The Company and Parent shall cooperate with one another:
(i) in connection with the preparation of the Registration Statement and the Proxy Statement;
(ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws;
(iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby;
(iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement, and seeking timely to obtain any such Approvals, or making any filings;
(v) in connection with the listing on the NYSE of the Parent Common Stock to be issued in the Merger; and
(vi) in order to facilitate the achievement of the benefits reasonably anticipated from the Merger.
(d) The Company shall use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, pursuant to documentation and in a manner reasonably acceptable to Parent.
Appears in 1 contract
Samples: Merger Agreement (Mapquest Com Inc)
Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or 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 contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which results could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.
(b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall use its reasonable best efforts to assist the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding to Company requests in connection with its efforts to retain the employees identified in Section 6.2(g) of the Parent Disclosure Schedule and to satisfy such condition; provided, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentence.
(c) The Company and Parent shall cooperate with one another:
(i) in connection with the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus;
(ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws;
(iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby;
(iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Joint Proxy Statement/Prospectus, and seeking timely to obtain any such Approvals, or making any filings;
(v) in connection with the listing on the NYSE admission to NASDAQ of the Parent Common Stock to be issued in the Merger; and
(vi) in order to facilitate the achievement of the benefits reasonably anticipated from the Merger.
(d) The Company shall use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, pursuant to documentation and in a manner reasonably acceptable to Parent.
Appears in 1 contract
Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each party hereto of the parties shall act in good faith and use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or 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 contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Affiliates to, (i) use reasonable best efforts to obtain all consents (including, without limitation, the consent of Arie Gutman to the assignxxxx xx xxx FineTech Agreement and the Related AgreementsIndemnification Agreement), approvals, waivers, licenses, Permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Entity required for the consummation of the transactions contemplated by this Agreement as promptly as reasonably practicable (including, without limitation, providing an undertaking to the Office of the Chief Scientist, Ministry of Industry and Trade of the State of Israel); (ii) provide all such information concerning such party and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with the foregoing; (iii) take any and all reasonable steps necessary to avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated by this Agreement, including but not limited to defending through litigation on the merits any claim asserted in any court by any person; and (iiiiv) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step and all reasonable steps necessary to avoid or eliminate any every impediment which may be asserted under any Law governing antitrust, competition, monopolies or restrictive trade practices which, in regulation law that is asserted by any Governmental Entity with respect to the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result consummation of the transactions contemplated hereby by this Agreement so as to enable the consummation of the transactions contemplated by this Agreement to occur as expeditiously as possible. Prior to making any application to or might adversely affect filing with a Governmental Entity in connection with this Agreement, each party shall provide the Company or Parent or any other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. Buyer and the Sellers shall each keep each other reasonably apprised of Parent's Affiliatesthe status of material matters relating to the completion of the transactions contemplated hereby, including its Subsidiaries. Neither party hereto will take any action which results in any promptly furnishing the other with copies of notices or other communications received by Buyer or the representations or warranties made by such party pursuant to Articles II or IIISellers, as the case may be, becoming untrue or inaccurate in by any material respect.
(b) The parties hereto shall use of their reasonable best efforts respective Affiliates, from any third party and/or any Governmental Entity with respect to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall use its reasonable best efforts to assist the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding to Company requests in connection with its efforts to retain the employees identified in Section 6.2(g) of the Parent Disclosure Schedule and to satisfy such condition; provided, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentenceAgreement.
(c) The Company and Parent shall cooperate with one another:
(i) in connection with the preparation of the Registration Statement and the Proxy Statement;
(ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws;
(iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby;
(iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement, and seeking timely to obtain any such Approvals, or making any filings;
(v) in connection with the listing on the NYSE of the Parent Common Stock to be issued in the Merger; and
(vi) in order to facilitate the achievement of the benefits reasonably anticipated from the Merger.
(d) The Company shall use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, pursuant to documentation and in a manner reasonably acceptable to Parent.
Appears in 1 contract
Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Each of the Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) of this Agreement and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept consider all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, ; provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, in each case except as would not reasonably be expected to have a material adverse effect on the assets and liabilities (taken together), financial condition or business of Parent and its Subsidiaries and the Company and its Subsidiaries on a combined basis, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit which would reasonably be expected to be derived by have a material adverse effect on the assets and liabilities (taken together), financial condition or business of Parent as a result of the transactions contemplated hereby or might adversely affect and its Affiliates and the Company or Parent or any of Parent's Affiliates, including and its SubsidiariesSubsidiaries on a combined basis. Neither party hereto will knowingly take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.
(b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments in a form reasonably satisfactory to the requesting party and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall use its reasonable best efforts to assist the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding to Company requests in connection with its efforts to retain the employees identified in Section 6.2(g) of the Parent Disclosure Schedule and to satisfy such condition; provided, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentence.
(c) The Company and Parent shall cooperate with one another:
(i) in connection with the preparation of the Registration Statement and the Proxy Statement;
(ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws;
(iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby;
(iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement, and seeking timely to obtain any such Approvals, or making any filings;; and
(v) in connection with the listing on the NYSE Nasdaq Stock Market (as defined herein) of the Parent Common Stock to be issued in the Merger; and
(vi) in order to facilitate the achievement Merger and shares of the benefits reasonably anticipated from the Merger.
(d) The Company shall use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, Parent Common Stock issuable upon exercise of Outstanding Stock Options pursuant to documentation and in a manner reasonably acceptable to ParentSection 5.5.
Appears in 1 contract
Reasonable Best Efforts; Further Assurances. (a) Upon Under the terms and subject to the conditions set forth herein, except as otherwise provided in this AgreementAgreement or any Ancillary Agreement and subject to Section 6.4, each party hereto shall of the Parties agrees to use its reasonable best efforts before and, as may be applicable, after the Closing Date to take, take or cause to be takentaken all action, all actions, and do, to do or cause to be done, and to assist and cooperate with the other party or parties Party in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws which are the subject of Section 6.4) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Ancillary Agreements; , including: (i) the preparation, negotiation and finalization of the Ancillary Agreements, and, following the Closing, the administration and coordination of the Ancillary Agreements, (ii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (iii) liftthe obtaining of all necessary actions, rescind or mitigate consents, approvals and waivers of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws which are the effects subject of Section 6.4), (iv) to the extent consistent with, but without limiting, the obligations of the Parties set forth in Section 6.4, the defending of any injunction Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (v) the effecting of all registrations, filings and transfers of Environmental Permits necessary for the operation of the Business and required under Environmental Laws, (vi) the executing, acknowledging and delivering such assignments, transfers, consents, assumptions and other Order adversely affecting documents and instruments and the ability taking of such other actions as may reasonably be requested by the other Party in order to carry out the intent of this Agreement and any party hereto to consummate Ancillary Agreements, and (vii) the conveying and transferring to, and vesting in, Purchaser and the Purchaser Designees of, the Shares, Purchased Assets and Assumed Liabilities, as contemplated by this Agreement, the Local Implementing Agreements and the transactions contemplated hereby and thereby thereby. From and after the date hereof, each Party shall use its reasonable best efforts to prevent, with respect take the actions set forth in Section 6.5 and each Party agrees to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate provisions set forth on Section 6.5 of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectSeller Disclosure Letter.
(b) The parties hereto Without limiting and in furtherance of the provisions of Section 6.5(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof, Seller Parent and Purchaser shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser and including equal representation of Seller Parent and Purchaser, which Transition Team shall have responsibility for (i) coordinating and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, including identifying the services to be provided by Seller Parent to Purchaser and its Subsidiaries after the Closing pursuant to the terms of the Transitional Services Agreement, in each case, the applicable periods for such services, it being understood that the Parties shall use their reasonable best efforts to satisfy or cause to be satisfied agree upon all matters in the Transitional Services Agreement, (B) the administration and coordination of the conditions precedent Ancillary Agreements following the Closing, and (C) subject to Section 6.4, obtaining or making all third party consents, approvals, notifications and Governmental Authorizations that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall use its reasonable best efforts to assist the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding to Company requests in connection with its efforts to retain the employees identified in Section 6.2(g) of the Parent Disclosure Schedule and to satisfy such condition; provided, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentence.
(c) The Company and Parent shall cooperate with one another:
(i) in connection with the preparation of the Registration Statement and the Proxy Statement;
(ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws;
(iii) in determining whether any action by or in respect of, or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby;
, (ii) negotiating in good faith and agree on a fair allocation of assets that are related both to the Business and the Retained Businesses, with such allocation to take into account and be based on the relative historical use of such assets by each business and the allocation of costs associated with such assets in accordance with the Transitional Services Agreement, the Net Economic Benefit Agreement and this Agreement, (iii) coordinating and directing the efforts of the Parties with respect to the retention of Information relating to the Business, access to Information of the Business and to personnel, and financial reporting assistance in accordance with Section 6.10, (iv) in seeking any Approvals or making any filingscommunications, including furnishing information required in connection therewith or with public relations and investor relations strategy and approach of the Registration Statement or Parties regarding this Agreement and the Proxy Statementtransactions contemplated hereby, and seeking timely to obtain any such Approvals, or making any filings;
(v) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby, including transitional plans of Purchaser and Seller Parent following the Closing, to the extent not in connection with violation of applicable Laws, including Laws regarding the listing on the NYSE exchange of the Parent Common Stock to be issued in the Merger; and
(vi) in order to facilitate the achievement of the benefits reasonably anticipated from the Mergerinformation and Antitrust Laws.
(dc) The Company If the Parties disagree upon any matter subject to the oversight of the Transition Team, the members of the Transition Team shall use its work together in good faith to resolve the disagreement in a mutually acceptable manner. In the event that the Transition Team is unable to resolve such disagreement in a timely manner, and in any event within five (5) days of written notice of such disagreement by one Party to the other, the matter in dispute shall be elevated to Xxxxxxx X. Xxxxxxxx of Seller Parent and Xxxxx Xxxx of Purchaser for further good faith discussion. During the course of all such discussions, the Parties shall cooperate with each other and all reasonable best requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. In the event that any disagreement is not resolved by the Parties within fifteen (15) days following delivery of the written notice mentioned above, the Parties may seek any remedies to which they may be entitled in accordance with the terms of this Agreement, provided that nothing herein shall prevent either Party from initiating proceedings in accordance with this Agreement if such Party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to cause its Affiliates and other Persons resolve the disagreement through negotiation or if the consummation of the transactions contemplated hereby would reasonably be expected to transfer and assign all rights necessary for be delayed. In the Company event that any proceeding is commenced under this Section 6.5(c), the Parties agree to continue to conduct its business consistent with historical operations and as currently conducted, pursuant work in good faith to documentation and in a manner reasonably acceptable resolve any disagreement according to Parentthe terms of this Section 6.5 during the course of such proceeding.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Icu Medical Inc/De)
Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, including, without limitation, Section 5.6(b) hereof, each party of the parties hereto shall 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 party or parties in doing, all lawful things necessary, proper or advisable to consummate and make effectiveeffective the transactions contemplated by this Agreement as soon as practicable after the date hereof and to ensure that the conditions set forth in Article VI are satisfied, in the most expeditious manner practicableinsofar as such matters are within its control, including, without limitation, the following: (i) making the requisite filings pursuant to the HSR Act; (ii) making all necessary notifications required by and filing all necessary applications with the FCC seeking the consent of the FCC to the transfer of the Permits and Communications Licenses issued by the FCC to the Company and each of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the “FCC Consents”); (iii) making all necessary notifications required by and filing all necessary applications with the State PUCs seeking the consent of the applicable State PUC to the assignment of the Permits and Communications Licenses issued or granted by such State PUC to the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the “State PUC Consents”); and (iv) making all necessary notifications required by and filing all necessary applications with each Municipal Franchising Authority seeking the consent of the Municipal Franchising Authority to the transfer of the Permits and Communications Licenses issued by the Municipal Franchising Authority to the Company and each of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the “Municipal Franchising Authority Consents”). Without limiting the generality of the foregoing, and subject to Section 5.2, the Company, on the one hand, and Buyer and Merger and Sub, on the other transactions contemplated herebyhand, shall each furnish to the other such necessary information and by reasonable assistance as the Related Agreements. The Company other party may reasonably request in connection with the foregoing.
(b) In furtherance and Parent shall not in limitation of the foregoing, each of the parties hereto will use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred make or cause to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of be made the applications or filings required to be made by Buyer or the Company Disclosure Schedule)or any of their respective Subsidiaries under or with respect to the HSR Act or with respect to the FCC Consents, PUC Consents, and the Company Municipal Franchising Authority Consents, and Parent shall make all filings under applicable Law required to pay any fees due of it in connection with such applications or filings, within ten (10) days after the authorizationdate hereof (but in the case of HSR filings, execution fifteen (15) days after the date hereof); and delivery (ii) comply as expeditiously as practicable with any request under or with respect to the HSR Act or with respect to the FCC Consents and PUC Consents for additional information, documents or other materials received from the Federal Trade Commission, the Department of this Agreement and Justice, the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (FCC or any State PUC in connection with which Parent such applications or filings or the Merger and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement Agreement. For purposes hereof, it is understood and agreed that Buyer and its counsel will prepare the Related Agreements; applications and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto related materials necessary to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing apply for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.
(b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, State PUC approvals and to cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, Parent shall thereafter use its reasonable best efforts to assist file and prosecute such applications; and the Company in satisfying the condition set forth in Section 6.2(g), including reasonably responding Company’s obligation hereunder with respect to Company requests in connection with seeking PUC approvals is to use its reasonable best efforts to retain cooperate with and assist Buyer in such process. Each party hereto shall promptly inform the employees identified in Section 6.2(g) others of any communications from any Governmental Entity regarding any of the Parent Disclosure Schedule and transactions contemplated by this Agreement. Notwithstanding anything to satisfy the contrary contained in this Section 5.6, Buyer shall be under no obligation whatsoever to take any action requested by any Governmental Entity in order to consummate the Merger or other transactions contemplated by this Agreement, including, without limitation, making any divestiture of any asset or agreeing to any type of behavioral relief that a Governmental Entity may request that would require Buyer or its Subsidiaries (i) to forgo revenue through the provision of free or reduced rate services (measured by Buyer’s or its Subsidiaries’ standard rates) or otherwise of more than $10,000,000 over any three year period or (ii) to expend any amount that, when combined with any such condition; providedforgone revenue, however, that Parent shall not be obligated to pay or promise any monies or additional compensation pursuant to this sentenceexceeds $10,000,000 in the aggregate.
(c) Between the date hereof and the Closing Date, the Company shall, and shall cause its Subsidiaries to, maintain the validity of the Communications Licenses and comply in all material respects with all requirements of the Communications Licenses and the rules and regulations of the FCC, and State PUCs. The Company shall, and Parent shall cooperate with one another:
cause its Subsidiaries to, use reasonable best efforts to (ia) in connection with refrain from taking any action that may jeopardize the preparation validity of any of the Registration Statement and Communications Licenses or result in the Proxy Statement;
(ii) in connection with the preparation of any filing required by the HSR Act revocation, surrender or any Foreign Competition Laws;
(iii) in determining whether any action by or in respect adverse modification of, forfeiture of, or filing withfailure to renew under regular terms, any Governmental Authority of the Communications Licenses; (b) prosecute with due diligence any pending applications with respect to the Communications Licenses, including any renewals thereof; and (c) with respect to Communications Licenses, make all filings and reports and pay all fees necessary or reasonably appropriate for the continued operation of the businesses of the Company and its Subsidiaries, as and when such approvals, consents, permits, licenses, filings, or reports or other third party, is required, authorizations are necessary or any Approvals are required to be obtained from parties in connection with the consummation of the transactions contemplated hereby;
(iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement, and seeking timely to obtain any such Approvals, or making any filings;
(v) in connection with the listing on the NYSE of the Parent Common Stock to be issued in the Merger; and
(vi) in order to facilitate the achievement of the benefits reasonably anticipated from the Mergerappropriate.
(d) The parties shall cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Common Stock from the Nasdaq National Market and terminate registration of the Common Stock under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time.
(e) Subject to Section 5.6(b), in case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by any party hereto for such purposes or otherwise to complete or perfect the transactions contemplated by this Agreement.
(f) The Company shall use its reasonable best efforts reasonably cooperate with Buyer, to cause its Affiliates the extent reasonably requested by Buyer in connection with any third-party financing Buyer and other Persons Merger Sub may seek to transfer and assign all rights necessary for obtain in order to fund the transactions contemplated by this Agreement, including without limitation: (i) reasonably cooperate in the preparation of any offering memorandum, private placement memorandum, prospectuses or similar documents; (ii) make senior management of the Company reasonably available for meetings and due diligence sessions; (iii) reasonably cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence; (iv) if expressly authorized and requested by Buyer in writing to continue do so, enter into customary agreements with underwriters, initial purchasers or placement agents, provided that no such agreement shall have any effect or be binding on the Company unless and until the Effective Time; and (v) if expressly authorized and requested by Buyer in writing to conduct do so, enter into or help procure pledge and security documents, landlord waivers, other definitive financing documents or other requested certificates or documents, including, without limitation, documents relating to the release of liens; provided that no such agreement, document, waiver or certificate shall have any effect or be binding on the Company unless and until the Effective Time; provided that none of the Company or any Subsidiary shall be required to pay any commitment or similar fee or incur any other liability in connection with any such third-party financing prior to the Effective Time, and, provided further that Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or the Subsidiaries in connection with such cooperation. It is expressly understood and agreed that, notwithstanding anything to the contrary herein or elsewhere, neither Buyer nor Merger Sub nor any other Person shall have a claim against any of the Company, its business consistent Subsidiaries, its and their directors, officers, employees and advisers and Company stockholders and affiliates, and none of such Persons shall have any liability to any Person, based upon, resulting from or otherwise arising out of any compliance or non-compliance or breach or otherwise with historical operations or under the provisions of this Section 5.6(f), and none of Buyer or Merger Sub may raise any such compliance or non-compliance or breach as currently conducted, pursuant a defense or mitigating factor or otherwise to documentation and in a manner reasonably acceptable to Parentany claim by the Company or its stockholders for breach of this Agreement.
Appears in 1 contract
