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 shall 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 reasonably necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including (i) the obtaining of all applicable actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all applicable registrations and filings and the taking of all reasonable steps to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all applicable consents, approvals or waivers from third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement (it being understood that nothing in this Section 6.03 shall require Parent to (x) consent to any action or omission that would be inconsistent with Section 5.01 or (y) agree to amend or waive any provision of this Agreement).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (United Defense Industries Inc)

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Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its their respective commercially 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 reasonably necessary necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including (i) the obtaining of all applicable necessary actions or nonactions, waivers, consents waivers and approvals other Consents from Governmental Entities and the making of all applicable necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval any necessary waiver or waiver other Consent from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all applicable consents, approvals necessary waivers or waivers other Consents from third parties parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiiiv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement (it being understood that nothing in this Section 6.03 shall require Parent to (x) consent to any action or omission that would be inconsistent with Section 5.01 or (y) agree to amend or waive any provision of this Agreement).

Appears in 1 contract

Samples: Asset Purchase Agreement (Eloyalty Corp)

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall 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 reasonably necessary proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyhereby and by the other Transaction Agreements, including (i) the obtaining of all applicable necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all applicable necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all applicable necessary consents, approvals or waivers from third parties and parties, (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement the Transaction Agreements and (it being understood that nothing iv) the taking of all actions set forth in this Section 6.03 shall require Parent to (x6.03(a) consent to any action or omission that would be inconsistent of the Company Disclosure Letter and providing each other party cooperation reasonably necessary in connection with Section 5.01 or (y) agree to amend or waive any provision of this Agreement)therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digitalnet Holdings Inc)

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Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Company, Parent and Acquisition 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 reasonably necessary necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all applicable actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all applicable necessary applications, registrations and filings (including filings with Governmental Entities, if any, and making the filings and taking of all reasonable steps to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entitysuch other actions as are required by Section 5.11 hereof), (ii) the obtaining of all applicable necessary actions or nonactions, licenses, consents, approvals or waivers from Governmental Entities and other third parties and parties, including, without limitation, all Governmental Approvals (as hereinafter defined), (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully carry out the purposes of of, this Agreement and (it being understood that nothing in iv) the defending of any lawsuits or other legal proceedings, judicial or administrative, challenging this Section 6.03 shall require Parent Agreement or the consummation of the transactions contemplated hereby, including the using of all reasonable best efforts necessary to (x) consent lift, rescind, vacate or mitigate the effect of any stay, injunction or restraining order or other order adversely affecting the ability of any party hereto to any action or omission that would be inconsistent with Section 5.01 or (y) agree to amend or waive any provision of this Agreement)consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Casino Data Systems)

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