Common use of Reasonable Best Efforts; Other Action Clause in Contracts

Reasonable Best Efforts; Other Action. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and operate with the other 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 by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from all applicable governmental and regulatory authorities and the making of all necessary registrations and filings (including filings with governmental and regulatory authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental and regulatory authority, (ii) the obtaining of all necessary consents, approvals or waivers from all other Persons, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other governmental or regulatory authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party hereto will notify the other party promptly of the receipt of any comments from the SEC or its staff and of any other governmental officials for amendments or supplements to the Proxy Statement or any other filing described in or made pursuant this Section 6.11 and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, its staff or any other governmental officials, on the other hand, with respect to the Proxy Statement or such other filings.

Reasonable Best Efforts; Other Action. (a) Upon the ------------------------------------- terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and operate cooperate with the other 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 by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from all applicable governmental and regulatory authorities and the making of all necessary registrations and filings (including filings with governmental and regulatory authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental and regulatory authority, (ii) the obtaining of all necessary consents, approvals or waivers from all other Persons, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other governmental or regulatory authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party hereto will notify the other party promptly of the receipt of any comments from the SEC or its staff and of any other governmental officials for amendments or supplements to the S-4 Registration Statement, the Proxy Statement or any other filing described in or made pursuant to Section 6.12 or this Section 6.11 6.13 hereof and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, its staff or any other governmental officials, on the other hand, with respect to the S-4 Registration Statement, the Proxy Statement or such other filings.

Reasonable Best Efforts; Other Action. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and operate cooperate with the other 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 by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from all applicable governmental and regulatory authorities and the making of all necessary registrations and filings (including filings with governmental and regulatory authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental and regulatory authority, (ii) the obtaining of all necessary consents, approvals or waivers from all other Persons, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other governmental or regulatory authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party hereto will notify the other party promptly of the receipt of any comments from the SEC or its staff and of any other governmental officials for amendments or supplements to the S-4 Registration Statement, the Proxy Statement or any other filing described in or made pursuant to Section 6.12 or this Section 6.11 6.13 hereof and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, its staff or any other governmental officials, on the other hand, with respect to the S-4 Registration Statement, the Proxy Statement or such other filings.