Common use of Reasonable Best Efforts; Regulatory Filings Clause in Contracts

Reasonable Best Efforts; Regulatory Filings. Yankees and Braves shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, non-disapprovals, authorizations, licenses and other Permits (including all approvals, non-disapprovals, non-objections and consents to be obtained under the Competition Approvals, and from the SEC and other Governmental Entities) necessary or advisable to be obtained from any third party and/or any Governmental Entity (if any) in order to consummate the transactions contemplated by this Agreement; it being understood that, to the extent permissible by applicable Law, neither the Yankees Board nor Braves Board shall take any action that could prevent the consummation of the Merger, except as otherwise permitted under this Agreement. Subject to applicable Law, contractual requirements and the instructions of any Governmental Entity, Yankees and Braves shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received or provided by Yankees or Braves, as the case may be, or any of their respective Subsidiaries, from or to any Governmental Entity with respect to such transactions. Each of Braves and Yankees will, and will cause its respective Affiliates to, cooperate with the other Party and provide such assistance as the other Party may reasonably request to promote the Merger and the other transactions contemplated by this Agreement and facilitate the Closing. Nothing in this Section 4.4 shall require, or be construed to require, Yankees or Braves to agree to any condition to any consents, registrations, approvals, non-disapprovals, authorizations, licenses or other permits that are not conditioned on the consummation of the Merger and the other transactions contemplated by this Agreement.

Reasonable Best Efforts; Regulatory Filings. Yankees NYSE and Braves Archipelago shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their respective parts its part under this Agreement and applicable Laws to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement (including the New NYSE Operating Agreement, New Archipelago Charter, or such alternative amendments to the certificates of incorporation, certificate of formation, limited liability company agreement, constitution or bylaws, as applicable, of NYSE, NYSE Merger Corporation Sub, NYSE Merger LLC Sub, Archipelago, Holdco, Archipelago Merger Sub and/or any of their respective Subsidiaries, as the case may be, or alternative changes to market or regulatory structure as may be required to consummate and make effective the Mergers) as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, non-disapprovals, authorizations, licenses authorizations and other Permits (including all approvals, non-disapprovals, non-objections approvals and consents to be obtained under the Competition Approvals, and from the SEC and other Governmental EntitiesSEC) (collectively, "Consents") necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; it being understood thatprovided, however, that nothing in this Section 7.5 shall require, or be construed to require, NYSE or Archipelago to (A) proffer to, or agree to, sell or hold separate and agree to sell, before or after the extent permissible Effective Time, any assets, businesses, or interests in any assets or businesses of Holdco, NYSE, Archipelago or any of their respective Subsidiaries or affiliates (or to consent to any sale, or agreement to sell, by applicable LawHoldco, neither NYSE or Archipelago or any of their respective Subsidiaries or affiliates, as the Yankees Board nor Braves Board shall take case may 42 be, of any of its assets or businesses), if such action that could prevent would, individually or in the consummation aggregate, reasonably be expected to result in an NYSE Substantial Detriment or (B) agree to any changes or restriction in the market or regulatory structure of Holdco, NYSE or Archipelago or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses (including any requirement to effect the MergerNYSE Regulation Transfer), except as otherwise permitted under this Agreementif such changes or restrictions would, individually or in the aggregate, reasonably be expected to result in an Archipelago Substantial Detriment. Subject to applicable Law, contractual requirements Law and the instructions of any Governmental Entity, Yankees NYSE and Braves Archipelago shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by NYSE or provided by Yankees or BravesArchipelago, as the case may be, or any of their respective Subsidiaries, from or to any third party and/or any Governmental Entity with respect to such transactions. Each of Braves and Yankees will, and will cause its respective Affiliates to, cooperate with the other Party and provide such assistance as the other Party may reasonably request to promote the Merger and the other transactions contemplated by this Agreement and facilitate the Closing. Nothing in this Section 4.4 shall require, or be construed to require, Yankees or Braves to agree to any condition to any consents, registrations, approvals, non-disapprovals, authorizations, licenses or other permits that are not conditioned on the consummation of the Merger and the other transactions contemplated by this Agreement.

Reasonable Best Efforts; Regulatory Filings. Yankees Holdco, Omnicom and Braves Publicis shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their respective parts its part under this Agreement and applicable Laws to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as soon as reasonably practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, non-disapprovals, authorizations, licenses authorizations and other Permits (including all approvals, non-disapprovals, non-objections approvals and consents to be obtained under the Competition Approvals, Approvals and from the SEC and other Governmental EntitiesRegulatory Authorities) (collectively, “Consents”) necessary or advisable to be obtained from any third party Person and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; it being understood that, (ii) using its reasonable best efforts to resolve objections, if, as may be asserted with respect to the extent permissible transactions contemplated by applicable Lawthis Agreement under any Laws, neither including the Yankees Board nor Braves Board shall take defending of any action that could prevent lawsuits or other legal proceedings, whether judicial or administrative or otherwise, challenging this Agreement or the consummation of the Merger, except as otherwise permitted under this Agreement. Subject to applicable Law, contractual requirements and the instructions of any Governmental Entity, Yankees and Braves shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices seeking to have any stay or temporary restraining order or preliminary injunction entered by any court or other communications received or provided by Yankees or Braves, as the case may be, or any of their respective Subsidiaries, from or to any Governmental Entity with respect vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to such transactions. Each of Braves and Yankees willconsummate the transactions contemplated by, and will cause its respective Affiliates toto fully carry out the purposes of, cooperate with the other Party and provide such assistance as the other Party may reasonably request to promote the Merger and the other transactions contemplated by this Agreement and facilitate the ClosingAgreement. Nothing in this Section 4.4 5.4 shall require, or be construed to require, Yankees Holdco, Omnicom or Braves Publicis to (x) proffer to, or agree to, sell or hold separate and agree to sell, or take any condition other action with respect to, before or after the Omnicom Effective Time, any assets or businesses, or interests in any assets or businesses, of Holdco, Omnicom, Publicis or any of their respective Subsidiaries (or to consent to any consentssale, registrationsor agreement to sell, approvalsby Holdco, non-disapprovalsOmnicom or Publicis or any of their respective Subsidiaries, authorizationsas the case may be, licenses of any of its assets or businesses), if either party reasonably determines in good faith that such action would, individually or in the aggregate, reasonably be expected to result in a Substantial Detriment or (y) without limiting clause (x) above, proffer to, or agree to, sell or hold separate and agree to sell, or take any other permits that are not action with respect to, before or after the Omnicom Effective Time, any assets or businesses, or interests in any assets or businesses, of Holdco, Omnicom, Publicis or any of their respective Subsidiaries (or to consent to any sale, or agreement to sell, by Holdco, Omnicom or Publicis or any of their respective Subsidiaries, as the case may be, of any of its assets or businesses), unless any such action is conditioned on the consummation of the Merger and the other transactions contemplated by this AgreementMergers.