Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 in doing, all things necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) obtaining all necessary actions or non-actions, waivers, Consents and qualifications from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity; (ii) obtaining all necessary Consents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) defending any lawsuit or other Legal Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions and to carry out this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties hereto 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 in doing, all things necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) obtaining all necessary actions or non-actions, waivers, Consents Consents, qualifications and qualifications approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental EntityEntity (including under the HSR Act); (ii) obtaining all necessary Consentsconsents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) the defending of any lawsuit lawsuits or other Legal Proceedinglegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions and to carry out this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 6.03(e), each of the parties hereto agrees to shall 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 parties in doing, all things necessary to fulfill all conditions applicable to such party pursuant to this Agreement and necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, Consents consents and qualifications approvals from Governmental Entities and the making of all necessary registrationsregistrations and filings (including filings with Governmental Entities, filings if any) and notifications and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, clearanceor to avoid a Proceeding by, non-action letter, waiver or exemption from any Governmental Entity; , (ii) the obtaining of all necessary Consentsconsents, qualifications, approvals, approvals or waivers or exemptions from non-governmental third parties; , (iii) the defending of any lawsuit or other Legal Proceeding, whether judicial or administrative, Proceedings challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and , (iv) executing the execution and delivering delivery of any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement or the Ancillary Agreements and (v) the execution by Parent and/or its controlled Affiliates of an undertaking in customary form in favor of the OCS to comply with applicable Law (if required).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall 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 parties in doing, all things necessary to fulfill all conditions applicable to such party pursuant to this Agreement and necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, Consents consents and qualifications approvals from Governmental Entities and the making of all necessary registrationsregistrations and filings (including filings with Governmental Entities, filings if any) and notifications and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, clearanceor to avoid an action or proceeding by, non-action letter, waiver or exemption from any Governmental Entity; , (ii) the obtaining of all necessary Consentsconsents, qualifications, approvals, approvals or waivers or exemptions from non-governmental third parties; , (iii) the defending of any lawsuit lawsuits or other Legal Proceedinglegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; reversed and (iv) executing the execution and delivering delivery of any additional documents or instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, including ‎Section 6.03(e), each of the parties hereto agrees to shall 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 parties in doing, all things necessary to fulfill all conditions applicable to such party pursuant to this Agreement and necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or non-actionsnonactions, waivers, Consents consents and qualifications approvals from Governmental Entities and the making of all necessary registrationsregistrations and filings (including filings with Governmental Entities, filings if any) and notifications and the taking of all reasonable steps as may be necessary to obtain an approvalapproval or waiver from, clearanceor to avoid a Proceeding by, non-action letter, waiver or exemption from any Governmental Entity; , (ii) the obtaining of all necessary Consentsconsents, qualifications, approvals, approvals or waivers or exemptions from non-governmental third parties; , (iii) the defending of any lawsuit or other Legal Proceeding, whether judicial or administrative, Proceedings challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and , (iv) executing the execution and delivering delivery of any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement or the Ancillary Agreements and (v) the execution by Parent and/or its controlled Affiliates of an undertaking in customary form in favor of the OCS to comply with applicable Law (if required).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, U.S. Parent, Merger Sub and the parties hereto 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 in doing, all things necessary necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactionstransactions contemplated by the Transaction Documents, including (i) obtaining all necessary necessary, proper or advisable actions or non-actions, waivers, Consents consents, qualifications and qualifications approvals from Governmental Entities and making all necessary necessary, proper or advisable registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental EntityEntity (including under the HSR Act and Exon-Xxxxxx); (ii) obtaining all necessary Consentsnecessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) defending any lawsuit or other Legal Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedThird Parties; and (iviii) executing and delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the Transactions transactions contemplated by, and to fully carry out this Agreementthe purposes of, the Transaction Documents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto 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 in doing, all things necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) obtaining all necessary actions or non-actions, waivers, Consents and qualifications from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity; (ii) obtaining all necessary Consents, qualifications, approvals, waivers or exemptions from non-non- governmental third parties; (iii) defending any lawsuit or other Legal Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions and to carry out this Agreement.