Common use of Reasonable Best Efforts to Close Clause in Contracts

Reasonable Best Efforts to Close. (a) Subject to Section 5.3(b), Parent and Company shall use their reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.3(b) and Company's right to terminate this Agreement pursuant to Section 9.1(j), Parent and Company (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the Contemplated Transactions and to submit promptly any additional information requested in connection with such filings and notices, (ii) shall use their reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Laws or Contract, or otherwise) by such party in connection with the Merger or any of the Contemplated Transactions and (iii) shall use its reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by Company during the Pre-Closing Period. (b) At the request of Parent, Company shall agree to divest, sell, dispose of, hold, separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries' ability to retain, any of the businesses, product lines or assets of Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement to: (i) dispose or transfer or cause any of the Acquired Companies to dispose of or transfer any assets, or to commit to cause any of the Acquired Companies to dispose of any assets; (ii) discontinue or cause any of Acquired Companies to discontinue offering any product or service, or to commit to cause any of the Acquired Companies to discontinue offering any product or service; (iii) hold separate or cause any of the Acquired Companies to hold separate any assets or operations (either before or after the Closing Date); or to commit to cause any of the Acquired Companies to hold separate any assets or operations; (iv) make or cause any of the Acquired Companies to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Companies; or (v) contest any Proceeding relating to the Merger if Parent determines in good faith that contesting such Proceeding might not be advisable.

Reasonable Best Efforts to Close. Each of the parties hereto (aother than the Stockholder Representative) Subject to Section 5.3(b), Parent and Company shall use their reasonable best efforts to take, or take cause to be taken, taken promptly all actions necessary necessary, proper or advisable to consummate allow for the Merger consummation of the Transactions as promptly as practicable following the delivery of the Exercise Notice, including by the Company using reasonable best efforts to satisfy each of the conditions set forth in Annex A. Each party hereto (other than the Stockholder Representative), at the request of another party hereto, shall execute and make effective deliver such other instruments and do and perform such other acts as may be necessary, proper or advisable for effecting completely the Contemplated Transactionsconsummation of the Transactions in a timely manner following the delivery of the Exercise Notice. Without limiting the generality of the foregoing, but subject each party (other than the Stockholder Representative) agrees to Section 5.3(b) and Company's right to terminate this Agreement pursuant to Section 9.1(j), Parent and Company (i) shall within 15 Business Days after the date hereof (or at such later time as Parent may request), make all filings an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions (if any) and give all notices (if any) required and, to be made and given by the extent such party in connection with the Merger and the Contemplated Transactions and filing expires, to submit promptly any additional information requested in connection a new appropriate filing pursuant to the HSR Act with such filings and noticesrespect to the Transactions), (ii) supply as promptly as reasonably practicable any additional information that reasonably may be required or requested by the FTC, the DOJ or other applicable competition or merger control authorities, (iii) promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding the Transactions and (iv) if such party receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transactions, then such party shall use their reasonable best efforts to obtain each Consent (if any) required make, or cause to be obtained made, as soon as reasonably practicable (pursuant and, in the case of the Company, after consultation with Parent), an appropriate response in compliance with such request. Nothing in this Agreement will require Parent, the Surviving Corporation or any other Subsidiary of Parent to sell, hold separate, license or otherwise dispose of any applicable Laws assets or Contractconduct their business in a specified manner, or otherwise) by such party agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in connection with a specified manner, or permit or agree to the Merger or any of the Contemplated Transactions and (iii) shall use its reasonable best efforts to lift any restraintsale, injunction holding separate, licensing or other legal bar to the Merger. Company shall promptly deliver to Parent a copy of each such filing madedisposition of, each such notice given and each such Consent obtained by Company during the Pre-Closing Period. (b) At the request any assets of Parent, Company shall agree to divest, sell, dispose of, hold, separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries' ability to retain, any of the businesses, product lines or assets of Company Surviving Corporation or any other Subsidiary of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement to: (i) dispose or transfer or cause any of the Acquired Companies to dispose of or transfer any assets, or to commit to cause any of the Acquired Companies to dispose of any assets; (ii) discontinue or cause any of Acquired Companies to discontinue offering any product or service, or to commit to cause any of the Acquired Companies to discontinue offering any product or service; (iii) hold separate or cause any of the Acquired Companies to hold separate any assets or operations (either before or after the Closing Date); or to commit to cause any of the Acquired Companies to hold separate any assets or operations; (iv) make or cause any of the Acquired Companies to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of Company for any of the Acquired Companies; or (v) contest any Proceeding relating to the Merger if Parent determines in good faith that contesting such Proceeding might not be advisablereason.

Reasonable Best Efforts to Close. (a) Subject to Section 5.3(b), Parent and Company The Parties shall use their reasonable best efforts Reasonable Best Efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.3(b) and the Company's ’s right to terminate this Agreement pursuant to Section 9.1(j)9.1, Parent and the Company (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Merger and the Contemplated Transactions and to submit promptly any additional information requested in connection with such filings and notices, (ii) shall use their reasonable best efforts Reasonable Best Efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Laws or Contract, or otherwise) by such party Party in connection with the Merger or any of the Contemplated Transactions and (iii) shall use its reasonable best efforts Reasonable Best Efforts to lift any restraint, injunction or other legal bar to any of the MergerContemplated Transactions. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. If any state takeover statute or other similar statute or regulation becomes or is deemed to become applicable to the Merger, this Agreement, the Shareholder Agreements or any of the transactions contemplated hereby or thereby, the Parties shall (at Parent’s expense) promptly grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby. (b) At Parent will cause the request shares of ParentParent Common Stock to be issued in the Merger to be approved for listing on the New York Stock Exchange, Company shall agree subject to divestofficial notice of issuance, sell, dispose of, hold, separate or otherwise take or commit prior to take any action that limits its freedom of action with respect to its or its Subsidiaries' ability to retain, any of the businesses, product lines or assets of Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the MergerClosing Date. (c) Notwithstanding anything Each of Parent and the Company will use its Reasonable Best Efforts to cause the contrary contained Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and to obtain the opinion of counsel referred to in this AgreementSection 8.7, Parent shall not have any obligation under this Agreement to: including by executing customary representation letters referred to therein and delivering such letters prior to (i) dispose or transfer or cause any the filing of the Acquired Companies to dispose of or transfer any assets, or to commit to cause any of Form S-4 with the Acquired Companies to dispose of any assets; SEC and (ii) discontinue or cause any of Acquired Companies to discontinue offering any product or service, or to commit to cause any of the Acquired Companies to discontinue offering any product or service; (iii) hold separate or cause any of the Acquired Companies to hold separate any assets or operations (either before or after the Closing Date); or to commit to cause any of the Acquired Companies to hold separate any assets or operations; (iv) make or cause any of the Acquired Companies to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Companies; or (v) contest any Proceeding relating to the Merger if Parent determines in good faith that contesting such Proceeding might not be advisableClosing.