Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 4 contracts
Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Ltd.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees hereto shall use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best efforts to 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts toto accomplish the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) obtain the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvalsauthorizations, orders and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including approval from FERC under the FPA and filings under the HSR Act or any foreign antitrust, competition or foreign investment Laws) applicable to the Transactions and other registrations, declarations and filings with with, or notices to, Governmental Entities, if any(iv) and, subject to defending through litigation on the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid merits any suit, claim, action, investigation claim asserted in a court or proceeding administrative or other tribunal by any Governmental EntityEntity acting pursuant to applicable Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Outside Date, (iiiv) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, the execution and (iv) execute or deliver delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, this Agreementresponding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In the event that any litigation, administrative or judicial action or other proceeding is commenced challenging the Merger or any of the other Transactions, each of Parent and the Company shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and its Board their respective Boards of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Agreement and Plan of Merger
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective, effective the Transactions as expeditiously promptly as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreementpracticable, including by using reasonable best efforts toto accomplish the following: (i) cause obtain all necessary Third Party Approvals, including under any Contract to which Monsoon or Indigo or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound and those Third Party Approvals set out in Section 7.04(a) of the conditions precedent set forth in Article VI to be satisfiedMonsoon Disclosure Letter and the Indigo Parent Disclosure Letter, (ii) obtain all necessary actions or nonactionsGovernmental Approvals (including those in connection with applicable Competition Laws), waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of make all necessary registrations, declarations and filings (including registrationswith, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of take all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental EntityEntity (including in connection with applicable Competition Laws) or to cause the expiration or termination of the applicable waiting periods under any applicable Competition Laws, (iii) obtain all necessary consentsresist, approvals contest or waivers from third partiesdefend any Actions (including administrative or judicial Actions) challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including all Necessary Consentsseeking to have vacated, lifted, reversed or overturned any Judgment that is in effect and that could restrict, prevent or prohibit consummation of the Transactions, and (iv) execute or and deliver any additional instruments necessary to consummate the transactions contemplated by, Transactions and fully to fully carry out the purposes of, of this AgreementAgreement and the other Transaction Documents. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated each party shall as promptly as reasonably practicable on the terms contemplated (i) supply any additional information and documentary material that may be requested by this Agreement any Governmental Entity pursuant to any applicable Competition Laws and otherwise (ii) furnish to minimize the effect of each other party such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any necessary information and reasonable assistance as such Legal Requirement, if available), this Agreement and the transactions contemplated herebyother party may reasonably request.
Appears in 3 contracts
Samples: Agreement, Transaction Agreement (Naspers LTD), Transaction Agreement (MakeMyTrip LTD)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use 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 hereto in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof most expeditious manner practicable (and in any event before no later than the Termination Outside Date), the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article VI to be satisfiedother discussions or negotiations with, third parties, including as required under any Mid-Con Material Contract or Contango Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of Entities, make all necessary registrations, declarations and filings (including registrationsand make reasonable best efforts to obtain an approval or waiver from, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third partiesvigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including by vigorously pursuing all Necessary Consents, avenues of administrative and judicial appeal and (iv) execute or and deliver any additional instruments necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. In ; provided, however, that no Mid-Con Group Entity or Contango Group Entity shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Contango (with respect to actions taken by the Mid-Con Group Entities) or the Partnership (with respect to actions taken by the Contango Group Entities). Each of the parties hereto shall furnish to each other party such necessary information and without limiting reasonable assistance as such other party may reasonably request in connection with the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes . Subject to applicable Law relating to the Acquisitionexchange of information, this Agreement or each party shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the other parties, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated Agreement. In exercising the foregoing rights, each party shall act reasonably and as promptly as practicable on practicable. Subject to applicable Law and the terms contemplated by this Agreement and otherwise to minimize the effect instructions of such Legal Requirement on the Acquisition (including by seeking a waiver any Governmental Entity, each party shall keep each other reasonably apprised of the application status of any such Legal Requirement, if available), this Agreement and matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by each party, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. With respect to any information shared by the parties pursuant to this Section 5.6 that is protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege, the parties shall take reasonable efforts to share such information in a manner so as to preserve the applicable privilege.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Mid-Con Energy Partners, LP), Agreement and Plan of Merger (Contango Oil & Gas Co)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, and in all cases subject to Section 7.2(b), each of Parent, Merger Sub and the parties agrees to Company 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 hereto in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as expeditiously promptly as possible after the date hereof (and in any event before the Termination Date)practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts to: to (a) cause (i) cause each of the conditions precedent to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (ii) each of the conditions to the Merger set forth in Article VI VIII to be satisfied, in each case as promptly as practicable after the date of this Agreement, (iib) obtain obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or nonactions, waivers, consents, approvals, orders non-actions and authorizations Consents from Governmental Entities Authorities and the making of make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be that are necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityconsummate the Offer and the Merger, (iiic) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver Consents under any additional instruments necessary Contracts to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, which the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking its Subsidiaries is a waiver of the application of any such Legal Requirement, if available), party in connection with this Agreement and the transactions contemplated herebyconsummation of the Transactions and (d) reasonably cooperate with the other party or parties with respect to any of the foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments) or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract, or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested by Parent, the Company shall agree to any such payment, consideration, security or Liability that is conditioned upon the consummation of the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, and in all cases subject to Section 7.2(a), each of Parent, Merger Sub and the parties agrees to Company 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 hereto in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Offer, the Merger and each of the other transactions contemplated by this Agreement, including by using reasonable best efforts to: to (i) cause (A) each of the conditions precedent to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (B) each of the conditions to the Merger set forth in Article VI VIII to be satisfied, in each case as promptly as practicable after the date of this Agreement; (ii) obtain subject to Section 7.2, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or nonactions, waivers, consents, approvals, orders non-actions and authorizations Consents and Company Regulatory Permits from Governmental Entities Authorities and the making of make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be that are necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, consummate the Offer and the Merger; (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, appropriate Consents under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby and (iv) execute reasonably cooperate with the other party or deliver any additional instruments necessary parties with respect to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreementforegoing. Notwithstanding anything to the contrary herein, use reasonable best efforts neither party, prior to ensure that the Acquisition Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any consent or other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition similar fee, “profit-sharing” or other similar payment or other consideration (including by seeking increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a waiver guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the application Merger, to obtain any Consent of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyPerson (including any Governmental Authority) under any Contract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endo, Inc.), Agreement and Plan of Merger (Biospecifics Technologies Corp), Agreement and Plan of Merger (Endo International PLC)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Mergers and the other transactions contemplated by this Agreement, including by using . Each of the parties hereto will use its reasonable best efforts to: and cooperate with one another (i) cause the conditions precedent set forth in Article VI promptly determining whether any filings are required to be satisfied, (ii) obtain all necessary actions made or nonactions, waivers, consents, approvals, orders and waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation governmental authorities or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consentsparties to loan agreements or other debt instruments and including such consents, and (iv) execute approvals, waivers, permits or deliver any additional instruments authorizations as may be required or necessary to consummate transfer any assets and related liabilities of the transactions contemplated byCompanies to the Surviving Corporations in the Mergers, and to fully carry out the purposes of, this Agreement. In in connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that including the Acquisition Mergers, and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Voting Agreement and otherwise (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to minimize obtain any such consents, approvals, permits or authorizations. Parent and the effect of such Legal Requirement on Companies shall mutually cooperate in order to facilitate the Acquisition (including by seeking a waiver achievement of the application of any such Legal Requirement, if availablebenefits reasonably anticipated from the Mergers. In connection with the legal opinions referred to in Sections 6.02(c) and 6.03(c), this Agreement Parent, GC Merger Sub, IPC Merger Sub, IPC Systems and the transactions contemplated herebyCompanies agree to deliver letters of representation reasonable under the circumstances as to their present intention and present knowledge.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cable Systems Holding LLC), Agreement and Plan of Merger (Global Crossing Holdings LTD), Agreement and Plan of Merger (Global Crossing LTD)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement (including Section 5.4(d)), each of the parties agrees AMID Entities, on the one hand, and the SXE Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use use) its reasonable best efforts to (i) 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 hereto in doing, all things things, necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully with any Governmental Authority all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) and maintain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityhereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or seek to have vacated, lifted, reversed or rescinded any injunction or restraining order or other order that prohibits, prevents, restricts or otherwise adversely affects the ability of the Parties to consummate the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Southcross Energy Partners, L.P.), Agreement and Plan of Merger (American Midstream Partners, LP)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, including Section 7.02 (e)-(h), each of the parties agrees Company, Parent and Merger Sub shall use (and cause its affiliates to use use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date)Offer, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third partiesparties and all consents, including all Necessary Consentsapprovals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Offer, the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers shall not be a condition to Parent’s and Merger Sub’s obligations hereunder), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Offer, or the consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, and (iv) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out Offer or the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be consummated as promptly as practicable on required to pay prior to the terms Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement and otherwise under any Contract or to minimize incur any material cost or expense in the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyperformance hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date), the Acquisition Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable, including by using reasonable best efforts to: (i) cause cooperation in the conditions precedent set forth in Article VI to be satisfiedpreparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtain obtaining all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders clearances and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval, clearance or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) obtain obtaining all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute defending any lawsuits or deliver other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting addition, if at any time prior to the foregoingEffective Time any event or circumstance relating to either the Company, Parent, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement Purchaser or any of their respective subsidiaries should be discovered by the transactions contemplated by this AgreementCompany or Parent, use reasonable best efforts as the case may be, which should be set forth in an amendment to ensure that the Acquisition and Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect party of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyevent or circumstance.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Raven Acquisition Corp.)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to use reasonable best efforts to take, (a) Each party shall make or cause to be takenmade, all actions, and to do, or cause to be done, and to assist and cooperate in cooperation with the other parties hereto in doing, all things necessary, proper or advisable and to consummate the extent applicable and make effective, as expeditiously promptly as possible after the date hereof practicable (and in any event before within five (5) Business Days) after the Termination Agreement Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause an appropriate filing of a Notification and Report Form pursuant to the conditions precedent set forth in Article VI HSR Act with respect to be satisfied, the Offer and the Merger; and (ii) obtain all other necessary actions filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other antitrust, competition, trade regulation (including Japanese Foreign Exchange Law), or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities other Law relating to the Offer and the making of all necessary registrationsMerger, declarations and filings in each case as Parent may deem necessary. Each party shall promptly: (including registrations, declarations and filings with Governmental Entities, if anyA) and, subject respond at the earliest practicable date to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding requests for additional information made by any Governmental EntityBody; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, (iii) obtain all necessary consentsform, approvals or waivers from third partiesdeclaration, including all Necessary Consentsnotification, registration and notice subject to advice of such party’s antitrust counsel; and (ivD) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, share equally all fees and to fully carry out the purposes of, expenses incurred in connection with filings made in connection with this AgreementSection 5.5(a). In connection with and without limiting the foregoing: (1) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (2) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the Company and its Board of Directors shallopportunity to attend and/or participate; (3) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any meetings, if any takeover statute conferences or similar Legal Requirement is or becomes applicable to conversations, the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and attending party shall keep the other transactions contemplated by this Agreement may be consummated as promptly as practicable on reasonably apprised with respect thereto; and (4) the terms contemplated by this Agreement parties hereto shall consult and otherwise cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyantitrust Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Lacrosse Footwear Inc)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) 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 hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner reasonably practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts to: (iA) cause the conditions precedent set forth in Article VI preparing and filing promptly all documentation to be satisfied, (ii) obtain effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations submissions of information, applications and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, other documents and (ivB) execute or deliver executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to fully carry out consummate the purposes ofTransactions, this Agreement. In connection including any such approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations required under applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to avoid any Actions by any Governmental Authorities with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable respect to the Acquisition, this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the transactions contemplated by Transactions; provided that nothing in this Agreement, use Section 5.05 or otherwise in this Agreement shall require (and reasonable best efforts or commercially reasonable efforts shall in no event require) Parent or any of its Affiliates to ensure that (x) litigate any Action by or on behalf of any Governmental Authority seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Acquisition and Transactions or (y) take or refrain from or to agree to the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition taking or refraining from any action (including by seeking a any amendment, waiver of the application or termination of any such Legal Requirementagreement, if available)including this Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, further, that without the prior written consent of Parent, the Partnership and its Affiliates shall not take or refrain from or agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement and Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the transactions contemplated herebyaggregate, in a Burdensome Condition.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (New Fortress Energy Inc.), Agreement and Plan of Merger (Golar LNG Partners LP), Agreement and Plan of Merger (Golar LNG LTD)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement (including Section 6.02), each of the parties agrees to shall 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 cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner reasonably practicable, the Acquisition Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts toincluding: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including all Necessary Consents, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement; provided, however, that Parent shall not be required to consent to any action described in paragraph (a) of Annex 1 to this Agreement. In connection with and without limiting the foregoing, Parent, Sub, the Company and its the Company Board of Directors shall, if any shall (A) take all action necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to the Acquisition, any Transaction or this Agreement and (B) if any state takeover statute or any of the transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use reasonable best efforts take all action necessary to ensure that the Acquisition Offer, the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on the Acquisition (including by seeking a waiver of Offer, the application of any such Legal Requirement, if available), this Agreement Merger and the transactions contemplated herebyother Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Retek Inc)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to party hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this AgreementAgreement and the Related Documents, including by using reasonable best efforts toincluding: (i) cause the conditions precedent set forth obtaining of all necessary Consents required to consummate the transactions contemplated by this Agreement and the Related Documents in Article VI a timely manner, including any Consent required under any Legal Requirement, Contract, Lease or Easement applicable to be satisfiedthe Business and all Consents listed in Schedule 5.3, (ii) obtain all necessary actions the defending of any lawsuits or nonactionsother legal proceedings, waiverswhether judicial or administrative, consentschallenging this Agreement or the Related Documents or the consummation of the transactions contemplated hereby or thereby, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject seeking to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid have any suit, claim, action, investigation stay or proceeding temporary restraining order entered by any Governmental EntityBody vacated or reversed, and (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, the execution and (iv) execute or deliver delivery of any additional instruments necessary to consummate the transactions contemplated byby this Agreement and the Related Documents; provided, and however, that in no event shall Seller or its Affiliates be required to fully carry out the purposes ofpay any penalty, this Agreementcompensation or other consideration to any third party for any such Consent. In connection with and without limiting the foregoing, event that any Proceeding is commenced challenging the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, proposed transactions contemplated by this Agreement or the Related Documents, each of the parties shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that Agreement or the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyRelated Documents.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Laclede Group Inc), Purchase and Sale Agreement (Laclede Gas Co)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of and subject to Section 6.5(c), GameStop and the parties agrees to Company shall use their 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 hereto in doing, done all things necessary, proper or advisable to consummate and make effective, as expeditiously promptly as possible after the date hereof (and in any event before the Termination Date)practicable, the Acquisition and transactions to be performed or consummated by such party in accordance with the other transactions contemplated by terms of this Agreement, including by using reasonable best efforts to: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) obtain 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, (iv) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consentsany such consents, and (iv) execute approvals or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In waivers required in connection with and without limiting the foregoingany remedy agreement reached with any Governmental Entity, (v) subject to Section 6.5(c), the Company avoidance or the negotiated settlement of each and its Board of Directors shallevery impediment under any antitrust, if merger control, competition or trade regulation Law (collectively, the “Antitrust and Competition Laws”) that may be asserted by any takeover statute or similar Legal Requirement is or becomes applicable Governmental Entity with respect to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts so as to ensure enable the Closing to occur, and (vi) in the event that each and every impediment identified in Section 6.5(a)(v) cannot be avoided or otherwise remedied in accordance with that provision, then the Acquisition and the defending of any lawsuits or other transactions contemplated by legal proceedings, whether judicial or administrative, challenging this Agreement may be consummated as promptly as practicable on or the terms contemplated by this Agreement and otherwise to minimize the effect consummation of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby, including seeking to have any injunction, stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding the foregoing, in the event that (x) the parties are required to defend any lawsuits or other legal proceedings in accordance with clause (vi) above and (y) one of the parties (the “Objecting Party”) in good faith does not wish to participate in the defense of such lawsuits or other legal proceedings, subject to Section 8.1(b)(i), the Objecting Party shall be required to participate in such defense in accordance with clause (vi) above as long as the non-objecting party pays all of the fees, costs and expenses, including attorneys’ fees, incurred in connection with the defense of the lawsuits or other legal proceedings.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) 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 hereto in doing, all things reasonably necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as expeditiously as possible after in the date hereof most expeditious manner reasonably practicable (and in any event before prior to the Termination End Date), the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI preparing and filing promptly and fully all documentation to be satisfiedeffect all necessary or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or nonactionsapprovals, consents, registrations, waivers, consentsPermits, approvalsauthorizations, orders and authorizations other confirmations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityEntity necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, execute and (iv) execute or deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, by this Agreement and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that in the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect case of such Legal Requirement on the Acquisition each of clauses (including by seeking a waiver of the application of any such Legal Requirement, if availablei) through (iv), this Agreement other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws, which are the transactions contemplated herebysubject of Section 6.03(c) and Section 6.03(d).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (CMC Materials, Inc.)
Reasonable Best Efforts. Subject to the express provisions terms and conditions of Section 5.4 and Section 5.7 hereof, and upon the other terms this Agreement and subject to the conditions set forth hereinprovisions of Sections 5.3 and 5.12 below, Company and Parent shall each of cooperate with the parties agrees other and use (and shall cause their respective Subsidiaries to use use) their respective reasonable best efforts (unless, with respect to takeany action, another standard of performance is expressly provided for herein) to (a) promptly (i) take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, necessary, proper or advisable under this Agreement and applicable Laws, to cause the conditions to Closing to be satisfied and to consummate the Transactions as soon as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (except that the Certificate of Merger shall be filed contemporaneously with the Closing), and to assist (ii) obtain all approvals, consents, registrations, permits, authorizations and cooperate with the other parties hereto in doing, all things confirmations from any Governmental Entity or third Person necessary, proper or advisable to consummate the Transactions and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using b) take all reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any ensure that no state takeover statute or similar Legal Requirement Law is or becomes applicable to any of the AcquisitionTransactions and, this Agreement if any state takeover statute or similar Law becomes applicable to Company or any of the transactions contemplated by this AgreementTransactions, use reasonable best efforts take all action necessary to ensure that the Acquisition and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to lawfully minimize the effect of such Legal Requirement Law on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyTransactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to ----------------------- the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger, and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (ia) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiib) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (c) 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 all Necessary Consentsseeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivd) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting ; provided, however, that the foregoing, -------- ------- Company shall be under no obligation to take any action to the Company and its extent that the Board of Directors shallshall conclude in good faith, if any takeover statute or similar Legal Requirement is or becomes after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebylaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CCH Inc), Agreement and Plan of Merger (Commerce Clearing House Inc), Agreement and Plan (Wolters Kluwer Nv /Adr/)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth herein, each Each of the parties Company and Tribune agrees to use reasonable best efforts to take, or cause to be taken, all actions, actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and to do, the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or cause to be done, filings with any other Governmental Entity) and to assist and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition Offer and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making Merger. Each of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors Tribune shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreementand shall cause its Subsidiaries to, use reasonable best efforts to ensure that take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Authorization of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Tribune, the Acquisition Company or any of their Subsidiaries in connection with the Offer and the other transactions Merger or the taking of any action contemplated thereby or by this Agreement may or the Voting Agreement; PROVIDED, that Tribune shall not be consummated as promptly as practicable required to agree, and the Company shall not agree without Tribune's consent, to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of any material assets in connection with obtaining any such Authorization unless such waiver, limitation or disposition would not reasonably be expected to have a Material Adverse Effect on the terms contemplated by this Agreement Company or on Tribune, and otherwise PROVIDED, further, that at Tribune's written request, the Company shall agree to minimize any such waiver, limitation or disposal, which agreement may, at the effect of such Legal Requirement on the Acquisition (including by seeking a waiver Company's option, be conditioned upon and effective only as of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyEffective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Stinehart William Jr)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties 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 hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementMerger, including by using reasonable best efforts toto accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all the obtaining of such reasonably necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all such reasonable steps and remedies as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary the obtaining of such material consents, approvals or waivers from third partiesparties required as a result of the Merger, including all Necessary Consentsthe consents referred to in Schedule 2.5 of the Company Schedules, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ivv) execute the execution or deliver delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding anything herein to the foregoingcontrary, nothing in this Agreement shall be deemed to require BRPA or the Company and its Board of Directors shall, if to agree to any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable imposition of any material limitation on the terms contemplated by this Agreement and otherwise ability of any of them to minimize the effect conduct their business or to own or exercise control of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirementassets, if available), this Agreement properties and the transactions contemplated herebystock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Agreement and Plan of Merger (Big Rock Partners Sponsor, LLC), Agreement and Plan of Merger (Big Rock Partners Acquisition Corp.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement (including those contained in this Section 6.8), each of the parties agrees to hereto 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 hereto in doing, all things necessary, proper proper, or advisable to consummate and make effective, as expeditiously as possible after and to satisfy all conditions to, in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts toincluding: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactionsPermits, waivers, consents, approvals, orders and authorizations actions or nonactions from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyAuthorities) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Authorities; (iiiii) obtain the obtaining of all necessary consents, approvals consents or waivers from third parties, including all Necessary Consents, ; and (iviii) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transaction and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the The Company and its Board of Directors Purchaser shall, if subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any takeover statute information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or similar Legal Requirement is or becomes applicable to parties hereto, as the Acquisitioncase may be, this Agreement or of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If the Company, on the one hand, or Purchaser, on the other hand, receives a request for information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to ensure that make, or cause to be made, as soon as reasonably practicable and after consultation with the Acquisition other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the other opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the transactions contemplated by this Agreement may be consummated as promptly as practicable on Agreement. The Company shall not commit to or agree with any Governmental Authority to stay, toll, or extend any applicable waiting period under the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal RequirementHSR Act, if availableultimately applicable, or other applicable Antitrust Laws, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned, or delayed), this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties agrees to use 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 hereto in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Mergers and the other transactions contemplated by this Agreement, including by using commercially reasonable best efforts toto accomplish the following: (i) cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article VI to be satisfiedother discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of Entities, make all necessary registrations, declarations and filings (including registrationsand make all commercially reasonable efforts to obtain an approval or waiver from, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, execute and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. In ; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the Parties shall furnish to each other Party such necessary information and without limiting reasonable assistance as such other Party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisitionextent practicable each shall consult with the other in connection with, this Agreement all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Mergers and the other transactions contemplated by this Agreement may be consummated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable on practicable. Subject to applicable Law and the terms contemplated by this Agreement instructions of any Governmental Entity, the Company and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver Parent shall keep each other reasonably apprised of the application status of any such Legal Requirement, if available), this Agreement and matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other Party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Pioneer Energy Services Corp)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 5.2 and Section 5.7 hereof, 5.3 hereof and upon the other terms and subject to the conditions set forth herein, each of the parties 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute the defending of any suits, claims, actions, investigations or deliver 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 (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the AcquisitionMerger, this Agreement or any of the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available)Merger, this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (McData Corp)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties 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 hereto Parties in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute the defending of any lawsuits or deliver any additional instruments necessary to consummate other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with , including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed and without limiting (v) the foregoing, execution and delivery of any additional instruments necessary to consummate the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on by, and to fully carry out the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available)purposes of, this Agreement and the transactions contemplated herebyAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Plains Renewable Energy, Inc.), Agreement and Plan of Merger (NTR PLC), Agreement and Plan of Merger (Green Plains Renewable Energy, Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate in the most expeditious manner possible the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to assist effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and cooperate with the other parties hereto in documents, (ii) taking all appropriate actions, and doing, or causing to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using its reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain and maintain all necessary actions or nonactions, waiversapprovals, consents, approvalsregistrations, orders permits, licenses, certificates, variances, exemptions, orders, franchises, authorizations and authorizations from Governmental Entities and the making other confirmations of all necessary registrationsGovernmental Authorities or other third parties that are necessary, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation proper or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary advisable to consummate the transactions contemplated by, by this Agreement and to fully carry out fulfill the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable conditions to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts (iii) defending any actions, suits, claims, investigations or proceedings threatened or commenced by any Governmental Authority relating to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on Agreement, including seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority vacated or reversed, and (iv) cooperating to the terms contemplated by extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tekelec), Agreement and Plan of Merger (Razor Holdco Inc.), Agreement and Plan of Merger (Thermadyne Holdings Corp /De)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their respective 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 hereto in doing, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement, including (A) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (B) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use ; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to ensure that include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement, or commencing any litigation, with any Governmental Authority in connection with the Acquisition transactions contemplated hereby, (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its, the Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties, or (iii) providing or obtaining any personally identifiable information of (x) any individuals who are Affiliates of Parent or (y) any directors, members, partners, officers or employees of any Affiliates of Parent, other than, in each case, any directors, officers or employees of the Merchant Banking Division of Xxxxxxx Xxxxx & Co, Inc. The Company and Parent agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement the other transactions contemplated by this Agreement may be consummated as promptly as practicable Agreement. Each of Parent and the Company shall split equally the payment of all filing fees required in connection with filings under the HSR Act (and shall make such equal payment on the terms contemplated by this Agreement and otherwise to minimize the effect of date that such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if availablefiling is made), this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Ebix Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, the Company and Parent shall each of the parties agrees to use their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties hereto to this Agreement in doing, doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, Contemplated Transactions; (ii) obtain all necessary actions or nonactionsfrom any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, orders permits or Orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Entities performance of this Agreement and the consummation of the Contemplated Transactions; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws and (B) any other applicable Law; provided, that the Company, on the one hand, and Parent, on the other hand, will cooperate with each other in connection with the making of all necessary registrationssuch filings, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking providing copies of all steps such filings and remedies as may be necessary attachments to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiioutside counsel(s) obtain all necessary consents, approvals or waivers from third parties, for the non-filing Party and including all Necessary Consents, and the timing of the initial filings; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions; (v) keep the other Party promptly (and in any event within three days) informed in all material respects of any material communication received by such Party from, or given by such Party to, any Governmental Entity and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case relating to the Contemplated Transactions; (vi) permit the other Party to review any material communication (and considering the other Party’s reasonable comments thereto) delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Entity relating to the Contemplated Transactions or in connection with any Legal Proceeding by a private Third Party relating thereto, and giving the other Party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private Third Party); (vii) avoid the entry of, or have vacated or terminated, any decree, Order, or judgment that would restrain, prevent or delay the consummation of the Contemplated Transactions, including defending any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactions; and (viii) execute or and deliver any additional instruments necessary to consummate the transactions contemplated byContemplated Transactions; provided, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or that in no event shall any of the transactions contemplated by this AgreementAcquired Companies, use reasonable best efforts prior to ensure that the Acquisition and Effective Time, be required to pay or agree to pay any fee, penalty or other consideration to any Third Party for any consent or approval required for the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver consummation of the application of Contemplated Transactions under any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyContract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (Entasis Therapeutics Holdings Inc.)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use 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 hereto in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article VI to be satisfiedother discussions or negotiations with, third parties, including as required under any Ryland Material Contract or Standard Pacific Material Contract, as applicable, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of Entities, make all necessary registrations, declarations and filings (including registrationsand make all reasonable best efforts to obtain an approval or waiver from, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third partiesvigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including, without limitation, by vigorously pursuing all Necessary Consents, avenues of administrative and judicial appeal and (iv) execute or and deliver any additional instruments necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. In ; provided, however, that neither Ryland, Standard Pacific nor any of their respective Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of the other party. Each of the parties hereto shall furnish to each other party such necessary information and without limiting reasonable assistance as such other party may reasonably request in connection with the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes . Subject to applicable Law relating to the Acquisitionexchange of information, this Agreement Ryland and Standard Pacific shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Ryland or Standard Pacific, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement Agreement; provided, however, that the parties shall be permitted to designate certain information as “outside counsel only” and/or to redact any information which could be protected by a claim of privilege or which may be consummated constitute a business secret. In exercising the foregoing rights, each of Ryland and Standard Pacific shall act reasonably and as promptly as practicable on practicable. Subject to applicable Law and the terms contemplated by this Agreement instructions of any Governmental Entity, Ryland and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver Standard Pacific shall keep each other reasonably apprised of the application status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by Ryland or Standard Pacific, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any such Legal Requirementfiling, if available), this Agreement and investigation or other inquiry in connection with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ryland Group Inc), Agreement and Plan of Merger (Standard Pacific Corp /De/)
Reasonable Best Efforts. Subject to (a) On the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, the Company, on the one hand, and Purchaser, on the other hand, shall (and shall cause their respective Affiliates to) cooperate with each of the parties agrees to other and use their respective reasonable best efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreementhereby as soon as reasonably practicable, including by using reasonable best efforts to: to (i) cause the conditions precedent set forth in Article VI to be satisfied, promptly prepare and file (iias applicable) obtain all necessary actions or nonactions, waiverspermits, consents, approvals, orders confirmations (whether in writing or orally) and authorizations from of all third parties and Governmental Entities and the making of all which are necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary advisable to consummate the transactions contemplated byhereby, including those listed on Section 1.2(d)(1)(B) of the Company Disclosure Schedules, as promptly as reasonably practicable following the date hereof and in any event no later than fifteen (15) business days following the date hereof, and (ii) respond to fully carry out the purposes of, this Agreement. In connection with and without limiting any request for information from any Governmental Entity relating to the foregoing, so as to enable the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable parties hereto to the Acquisition, this Agreement or any of consummate the transactions contemplated by this Agreement; provided, use reasonable best efforts however, that nothing herein shall require the Company or Purchaser to ensure that pay or commit to pay any amount or incur any material obligation in favor of or grant any material accommodation (financial or otherwise) to any person in connection with such efforts. In no event shall Purchaser be required to agree to provide capital or other financial support to the Acquisition and Company or any of its Subsidiaries thereof other than the other transactions contemplated Purchase Price to be paid for the Securities to be purchased by this Agreement may be consummated as promptly as practicable on it pursuant to the terms contemplated by this Agreement and otherwise of, or subject to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available)conditions set forth in, this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Investment Agreement (AlTi Global, Inc.), Investment Agreement (AlTi Global, Inc.)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to Company and each Investor shall, and shall cause its Affiliates to, use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause ensure that the conditions precedent set forth in Article VI to be are satisfied, (ii) to consummate the Transactions as promptly as practicable and, at the sole discretion of the Apollo Investors, to obtain all necessary actions or nonactionsthe HSR Clearance with respect to the Apollo Investors and, waiversat the sole discretion of the HPS Investors, consentsto obtain the HSR Clearance with respect to the HPS Investors, approvalsas promptly as practicable, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) andincluding, subject to the limitations set forth hereinSection 5.05(d) and Section 5.04(b), the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use using reasonable best efforts to ensure contest (i) any Action brought, or threatened to be brought, by any Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or, at the sole discretion of the Apollo Investors or the HPS Investors, as applicable, the obtainment of any of the Specified Rights or to impose any terms or conditions in connection with the Transactions or, at the sole discretion of the Apollo Investors or the HPS Investors, as applicable, the obtainment of any of the Specified Rights and (ii) any Judgment that enjoins, restrains, prevents, prohibits or makes illegal the Acquisition consummation of any of the Transactions or, at the sole discretion of the Apollo Investors or the HPS Investors, as applicable, the obtainment of any of the Specified Rights or imposes any terms or conditions in connection with the Transactions or, at the sole discretion of the Apollo Investors or the HPS Investors, as applicable, the obtainment of any of the Specified Rights. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other transactions contemplated by this Agreement party or parties may be consummated as promptly as practicable on reasonably request to consummate or implement the terms contemplated by this Agreement and otherwise Transactions, to minimize implement the effect of such Legal Requirement on Specified Rights (at the Acquisition (including by seeking a waiver sole discretion of the application of any Apollo Investors or the HPS Investors, as applicable) or to evidence such Legal Requirement, if available), this Agreement and the transactions contemplated herebyevents or matters.
Appears in 2 contracts
Samples: Investment Agreement (Albertsons Companies, Inc.), Registration Rights Agreement (Albertsons Companies, Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously soon as possible after following the date hereof (and in any event before the Termination Date)hereof, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: in (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain a Required Consent from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including all Necessary Consentsseeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement, (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with Section 5.2(c) or Section 5.2(e) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with Section 5.3(c) or Section 5.3(e) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Shareholder Approval and the Parent Shareholder Approval. In connection with furtherance and without limiting not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the Company and its Board of Directors shallHSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if any takeover statute or similar Legal Requirement is or becomes applicable are required, pursuant to foreign Antitrust Laws as promptly as practicable, and (iii) all other necessary filings with other Governmental Entities relating to the AcquisitionMerger, this Agreement and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or any of informally requested pursuant to the transactions contemplated Antitrust Laws or by this Agreement, such authorities and to use reasonable best efforts to ensure cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the Acquisition use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the other transactions contemplated by this Agreement sale, divestiture or disposition of such assets or businesses of the parties or their subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit the Company’s or Parent’s or their subsidiaries’ or affiliates’ freedom of action or operations with respect to, or their ability to retain, one or more of its or their subsidiaries’ businesses, product lines or assets, in each case (A) as may be consummated as promptly as practicable on required in order to avoid the terms contemplated by this Agreement and entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise to minimize have the effect of preventing or materially delaying the consummation of the Transactions, (B) conditioned upon the consummation of the Merger, and (C) unless such Legal Requirement sale, divestiture, disposition, restriction or action would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Acquisition (including by seeking business, financial condition or results of operations of Parent, the Company and their respective subsidiaries, taken as a waiver whole, provided, however, that for this purpose, Parent, the Company and their respective subsidiaries, taken as a whole, shall be deemed a consolidated group of entities of the application size and scale of any such Legal Requirementa hypothetical company that is 100% of the size of the Company and its subsidiaries, if available)taken as a whole, as of the date of this Agreement and the transactions contemplated hereby(a “Regulatory Material Adverse Effect”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IHS Markit Ltd.), Agreement and Plan of Merger (S&P Global Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) 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 hereto in doing, all things reasonably necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner reasonably practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI preparing and filing promptly and fully all documentation to be satisfiedeffect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or nonactionsapprovals, consents, registrations, waivers, consentsPermits, approvalsauthorizations, orders and authorizations other confirmations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityEntity necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, execute and (iv) execute or deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, by this Agreement and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that in the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect case of such Legal Requirement on the Acquisition each of clauses (including by seeking a waiver of the application of any such Legal Requirement, if availablei) through (iv), this Agreement other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws, which are the transactions contemplated herebysubject of Section 6.03(c) and Section 6.03(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Atmi Inc)
Reasonable Best Efforts. Subject to the express provisions terms and conditions of Section 5.4 this Agreement, Parent, Holdings and Section 5.7 hereofMerger Sub, on the one hand, and upon the Partnership and the General Partner, on the other terms hand, shall cooperate with the other and subject to the conditions set forth herein, each of the parties agrees use and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and the General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to assist consummate and cooperate with make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other parties hereto documents, (ii) obtain promptly (and in doingany event no later than the Outside Date) all approvals, all things consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that and (iii) defend any Proceedings challenging this Agreement or the Acquisition and consummation of the other transactions contemplated by this Agreement may be consummated as promptly as practicable on or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver ability of the application of any such Legal Requirement, if available), this Agreement and parties to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noble Midstream Partners LP), Agreement and Plan of Merger (Chevron Corp)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties CPA16, Merger Sub, CPA14 and W. P. Xxxxx agrees to 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 hereto in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, including all Necessary Consents, and (iviii) execute or deliver 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. In connection with addition, each of CPA16, Merger Sub, CPA14 and without limiting W. P. Xxxxx agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the AcquisitionMerger, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, use reasonable best efforts to ensure that the Acquisition proper officers and directors of XXX00, XXX00, Merger Sub and W. P. Xxxxx shall take all such necessary action. From the other transactions contemplated by date of this Agreement may through the Effective Time, CPA14 shall timely file, or cause to be consummated as promptly as practicable on filed, with the terms contemplated by this Agreement and otherwise SEC all CPA14 SEC Documents required to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebybe so filed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corporate Property Associates 14 Inc), Agreement and Plan of Merger (Carey W P & Co LLC)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) obtain the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, including all Necessary Consents, and without limitation the consents referred to in the Company Disclosure Schedule; (iv) execute the defending of any suits, claims, actions, investigations or deliver 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 (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its Board board of Directors directors shall, if any state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to the AcquisitionMerger, this Agreement or any of the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that enable the Acquisition Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and to otherwise act to eliminate or minimize the effect effects of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebytakeover statute.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.), Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to be satisfiedeffect all necessary filings, (notices, petitions, statements, registrations, submissions of information, applications and other documents ii) obtain obtaining and maintaining all necessary actions or nonactions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations permits, authorizations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject other confirmations required to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by obtained from any Governmental EntityAuthority or other third party that are necessary, (iii) obtain all necessary consents, approvals proper or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, (iii) defending any lawsuits or other proceedings challenging this Agreement and (iv) satisfying the conditions to closing set forth under Article 9 hereof. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use their respective reasonable best efforts to ensure that furnish to each other all information required for any application or other filing to be made pursuant to the Acquisition rules and regulations of any Applicable Law in connection with the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Ade Corp)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their respective 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effectivethe Merger, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, x) including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to be satisfiedeffect all necessary Filings, (ii) obtain obtaining and maintaining all necessary actions or nonactionslicenses, waiversauthorizations, permits, consents, approvals, clearances, variances, exemptions, orders and authorizations other confirmations required to be obtained from any Governmental Entities Authority or other Third Party that are necessary, proper or advisable to consummate the Merger and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and, subject cooperating to the limitations set forth hereinextent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement and (y) which may include contesting (which may include by litigation) any (i) action, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding brought by any Governmental EntityAuthority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make illegal consummation of the Merger or seeking damages or to impose any terms or conditions in connection with the Merger or (ii) Order that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or imposes any damages, terms or conditions in connection with the Merger. Subject to clause (y) of the preceding sentence, the parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this Section 8.01(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures and the entry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (iiiy) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (ivz) execute or deliver any additional instruments necessary of the first sentence of Section 8.01(b) to consummate the transactions contemplated byMerger so long as such actions would not have and would not reasonably be expected to have, and to fully carry out individually or in the purposes ofaggregate, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute a Regulatory Material Adverse Effect on Parent or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aetna Inc /Pa/), Agreement and Plan of Merger (Coventry Health Care Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement (including those contained in this Section 6.09), each of the parties agrees to hereto shall, and shall cause its Subsidiaries 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after and to satisfy all conditions to, in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Offer, the Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to the Offer and the conditions to the Merger to each be satisfied, satisfied as promptly as practicable; (ii) obtain the obtaining of all necessary actions or nonactionsPermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntities, (iii) obtain the obtaining of all necessary consents, approvals consents or waivers from third parties, including all Necessary Consents, and ; (iv) execute the defending of any lawsuits by a Governmental Entity seeking either a temporary restraining order or deliver a preliminary injunction challenging this Agreement or delaying, preventing or restraining the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court vacated, overturned or reversed; and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated byOffer, the Merger and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the The Company and its Board of Directors Parent shall, if subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), (iii), (iv) and (v) immediately above and (y) supply the other with any takeover statute information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or similar Legal Requirement is or becomes applicable to parties hereto, as the Acquisitioncase may be, this Agreement or of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to ensure make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any Third Party or Governmental Entity in connection with the Acquisition Offer, the Merger and the other transactions contemplated by this Agreement may be consummated Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable on reasonably practicable. Information disclosed pursuant to this Section 6.09(a) shall be subject to the terms contemplated by this Agreement Confidentiality Agreement, and otherwise the parties hereto shall comply with, and shall cause their respective Representatives to minimize comply with, all of their respective obligations thereunder. Neither Parent nor the effect of such Legal Requirement on Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the Acquisition (including by seeking a waiver HSR Act or other applicable Antitrust Laws, without the prior written consent of the application other (such consent not to be unreasonably withheld or delayed). Without limiting the foregoing, the parties shall request and shall use reasonable commercial efforts to obtain early termination of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebywaiting period under the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Randstad North America, L.P.), Agreement and Plan of Merger (SFN Group Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement (including those contained in this Section 5.10), each of the parties agrees to hereto shall, and shall cause its Subsidiaries 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after and to satisfy all conditions to, in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactionspermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntities, (iiiii) obtain the obtaining of all necessary consents, approvals consents or waivers from third parties, including all Necessary Consents, and (iviii) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. In connection with Acquirer will take all action necessary to perform its obligations under this Agreement and without limiting to consummate the foregoing, Merger on the Company terms and its Board of Directors conditions set forth in this Agreement. The Target and Acquirer shall, if subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any takeover statute information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or similar Legal Requirement is or becomes applicable to parties hereto, as the Acquisitioncase may be, this Agreement or of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Target or Acquirer receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to ensure that make, or cause to be made, as soon as reasonably practicable and after consultation with the Acquisition other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the other opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement may be consummated as promptly as practicable on Agreement. Neither Acquirer nor the terms contemplated by this Agreement and otherwise Target shall commit to minimize or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the effect of such Legal Requirement on HSR Act or other applicable Antitrust Laws, without the Acquisition (including by seeking a waiver prior written consent of the application of any other (such Legal Requirement, if availableconsent not to be unreasonably withheld or delayed), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement (including Section 5.3(d)), each of Holdings LP and the parties agrees AMID Entities shall cooperate with the other and use (and shall cause each of the other Southcross Companies and each of AMID’s Subsidiaries, respectively, to use use) its reasonable best efforts to (i) 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 hereto in doing, all things things, necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully with any Governmental Authority all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) and maintain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityTransactions, (iii) defend any Legal Proceedings challenging this Agreement or the consummation of the Transactions or seek to have vacated, lifted, reversed or rescinded any injunction or restraining order or other order that prohibits, prevents, restricts or otherwise adversely affects the ability of the parties to consummate the Transactions and (iv) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of Parent and the parties agrees Company shall, and shall cause their respective Subsidiaries to use reasonable best efforts to to: (i) 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 hereto in doing, all things actions necessary, proper or advisable to comply with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Mergers and, subject to the conditions set forth in Article VI hereof, to consummate the transactions contemplated by this Agreement, including the Mergers; (ii) defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages; and make effective, as expeditiously as possible after the date hereof (iii) obtain (and in to cooperate with the other Party to obtain) any event before consent, authorization, order or approval of, or any exemption by, any Governmental Entity, including the Termination Date)FTC, the Acquisition Antitrust Division of the Department of Justice or any other Governmental Entity, including those federal and state departments of health, state insurance departments and other Governmental Entities with jurisdiction under applicable Health Care Laws or insurance laws, and any other third Person that is required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the Mergers and the other transactions contemplated by this Agreement, including by using reasonable best efforts and to comply with the terms and conditions of any such consent, authorization, order or approval; provided, however, that neither Parent nor the Company, in each case, on behalf of itself or any of its Subsidiaries, shall be required to propose, commit to: , agree to or effect any action (ior refrain from taking any action) cause or be subject to any term, limitation, condition, restriction or requirement that, individually or in the conditions precedent set forth in Article VI to be satisfiedaggregate, (iiA) obtain all necessary actions would have or nonactionswould reasonably be expected to have a material and adverse effect on the financial condition, waiversbusiness, consents, approvals, orders revenue or EBITDA of Parent and authorizations from Governmental Entities its Subsidiaries or of the Company and the making of all necessary registrationsCompany Subsidiaries, declarations and filings (including registrationsin each case, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitycurrently conducted, (iiiB) obtain all necessary consents, approvals would or waivers from third parties, including all Necessary Consents, would reasonably be expected to restrict or prohibit any lines or types of business in which Parent and (iv) execute its Subsidiaries or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board Subsidiaries shall be permitted to engage and would have or would reasonably be expected to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, or on the Company and the Company Subsidiaries, taken as a whole; provided that, for purposes of Directors shalldetermining whether any action, if term, limitation, condition, restriction or requirement would have or would reasonably be expected to, in the case of clause (A), have a material adverse effect on Parent and its Subsidiaries, or, in the case of clause (B), restrict or prohibit any takeover statute lines or similar Legal Requirement is types of business in which Parent and its Subsidiaries shall be permitted to engage and would have or becomes applicable would reasonably be expected to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries will, in each case, collectively be deemed to be a company the Acquisitionsize of (and with revenue and EBITDA equal to those of) the Company and its Subsidiaries, this Agreement taken as a whole, or any of (C) would or would be reasonably expected to materially impair the transactions contemplated benefits reasonably expected to be derived by this Agreement, use reasonable best efforts to ensure that Parent from the Acquisition Mergers and the other transactions contemplated by hereby; provided, that, for purposes of this Agreement may clause (C), such reasonably expected benefits shall be consummated as promptly as practicable on deemed to be the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver size of the application Company and the Company Subsidiaries, taken as a whole (each of any such Legal Requirement, if available(A), this Agreement (B) and (C), individually or in the transactions contemplated herebyaggregate, a “Burdensome Condition”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Health Net Inc)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of Parent and the parties agrees Company shall, and shall cause their respective Subsidiaries to use reasonable best efforts (i) 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 hereto in doing, all things actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Mergers and, subject to the conditions set forth in Article VI hereof, to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfiedMergers, as promptly as practicable and (ii) to obtain all necessary actions (and to cooperate with the other Party to obtain) any consent, authorization, order or nonactionsapproval of, waiversor any exemption by, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals Entity and any other third Person which is required to be obtained by Parent or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of their respective Subsidiaries in connection with the Mergers and the transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. To the extent necessary in order to accomplish the foregoing and subject to the limitations set forth in Section 5.8(e), Parent and the Company shall use their respective reasonable best efforts to ensure that jointly propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the Acquisition sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by Parent and the other transactions contemplated by this Agreement may Company or any of their respective Subsidiaries of, any portion of the business, properties or assets of Parent, the Company or any of their respective Subsidiaries; provided, however, that neither Parent nor the Company shall be consummated as promptly as practicable required to propose, commit to or effect any action (x) that is not conditioned upon the consummation of the Merger or (y) that, individually or in the aggregate, would have, or would reasonably be expected to have (after giving effect to any reasonably expected proceeds of any divestiture or sale of assets) a material and adverse effect on the terms contemplated by this Agreement business of Parent, the Company and otherwise to minimize their respective Subsidiaries, taken as a whole (individually or in the effect of such Legal Requirement on the Acquisition (including by seeking aggregate, a waiver of the application of any such Legal Requirement, if available“Burdensome Condition”), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, including Section 8.02(b), each of the parties agrees to Company and Parent shall, and each shall cause its Subsidiaries to, use their respective 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate the Mergers and other transactions contemplated hereby, (x) including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, (ii) obtaining as promptly as practicable and thereafter maintaining all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Mergers or other transactions contemplated hereby, and complying with the terms and conditions of each Consent, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, including in seeking to obtain as promptly as practicable any required Consents and (y) which includes contesting (which includes by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make effectiveillegal consummation of the Mergers or other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Mergers or (ii) Order that has been entered by a federal, as expeditiously as possible after state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the date hereof Mergers or other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Mergers or other transactions contemplated hereby. The parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this Section 8.02(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations, and the entry into other commitments and limitations) to obtain the governmental approvals described in any event before the Termination Dateclauses (x), (y) and (z) of the Acquisition first sentence of Section 8.02(b) to consummate the Mergers and the other transactions contemplated by this Agreementhereby so long as such actions would not have and would not reasonably be expected to have, including by using reasonable best efforts to: (i) cause individually or in the conditions precedent set forth in Article VI to be satisfiedaggregate, (ii) obtain all necessary actions a Regulatory Material Adverse Effect on Parent or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Humana Inc), Agreement and Plan of Merger (Aetna Inc /Pa/)
Reasonable Best Efforts. Subject to the express provisions (a) Each of Section 5.4 PSB and Section 5.7 hereofSummit shall, and upon the other terms and subject to the conditions set forth hereinshall cause its respective Subsidiaries to, each of the parties agrees to use all reasonable best efforts to take, or cause to be taken, all actionsactions necessary or advisable to consummate the Merger and the Bank Merger and make effective the other transactions contemplated hereby as promptly as reasonably practicable after the date hereof. Without limiting the generality of the foregoing, each Party shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) to dotake, or cause to be donetaken, all actions necessary to comply promptly with all Applicable Legal Requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger and the Bank Merger and to consummate the Merger and the Bank Merger, and (ii) to assist obtain (and to cooperate with the other parties hereto in doingParty to obtain) any consent, all things necessaryauthorization, proper order or advisable to consummate and make effectiveapproval of, as expeditiously as possible after the date hereof (and in or any event before the Termination Date)exemption by, the Acquisition and the any Governmental Entity and/or any other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI public or private third party that is required to be satisfied, (ii) obtain all necessary actions obtained or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding made by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement such Party or any of its Subsidiaries pursuant to Applicable Legal Requirements or any contract or other obligation in connection with the Merger, the Bank Merger and the transactions contemplated by this Agreement; provided, use reasonable best efforts however, that a Party shall not be obligated to ensure that take any action pursuant to the Acquisition and foregoing if the other transactions contemplated by this Agreement may be consummated as promptly as practicable taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption shall result in a condition or restriction on such Party or on the terms contemplated by this Agreement and otherwise to minimize the Surviving Entity having an effect of such Legal Requirement on the Acquisition (including by seeking a waiver type referred to in Section 7.1(f). In furtherance and not in limitation of the application Parties’ obligations under this Section 6.4, each of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.Parties further agrees as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Summit Financial Group, Inc.), Agreement and Plan of Merger (Summit Financial Group, Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees to Company, Parent and Merger Sub 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 hereto in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective, the transactions contemplated hereby as expeditiously soon as reasonably possible after the date hereof of this Agreement (and in any event before no later than the Termination Outside Date), including (i) using reasonable best efforts to take, or cause to be taken, all actions necessary to cause the Acquisition conditions to Closing set forth in Article VII to be satisfied, (ii) preparing and filing as promptly as practicable all documents to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, authorizations, approvals and permits in connection with the transactions contemplated by this Agreement, (iii) taking all reasonable steps as may be necessary or advisable to make all necessary filings and obtain all such consents, clearances, waivers, licenses, orders, registrations, authorizations, approvals and permits (including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, hearings or other proceedings), and (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfiedany court or other Governmental Entity vacated or reversed, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making avoidance of all necessary registrationseach and every impediment under any antitrust, declarations and filings (including registrationsmerger control, declarations and filings with Governmental Entitiescompetition, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as trade regulation or other Law that may be necessary to avoid any suit, claim, action, investigation or proceeding asserted by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection Entity with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable respect to the Acquisition, this Agreement or any of Merger so as to enable the transactions contemplated by this Agreement, use reasonable best efforts Closing to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated occur as promptly soon as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyreasonably possible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Logistics Properties Trust), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp)
Reasonable Best Efforts. Subject to (a) Each of the express provisions of Section 5.4 Company and Section 5.7 hereofParent shall cooperate with and assist the other party, and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to shall use its reasonable best efforts efforts, to promptly (i) 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 hereto in doing, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby as soon as practicable, including preparing and make effectivefiling as promptly as practicable all documentation to effect all necessary filings, as expeditiously as possible after notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the date hereof (Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Termination Date). Except as otherwise expressly contemplated hereby, each of the Acquisition Company and the other transactions contemplated by this AgreementParent shall not, including by using and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable best efforts control where such action or omission would, or would reasonably be expected to: , result in (iA) cause any of the conditions precedent to the Merger set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject 6 not being satisfied prior to the limitations set forth herein, Termination Date or (B) a material delay in the taking satisfaction of all steps and remedies as may be necessary such conditions. Neither Parent nor the Company will directly or indirectly extend any waiting period under the HSR Act or other Regulatory Laws or enter into any agreement with a Governmental Entity to avoid any suit, claim, action, investigation delay or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary not to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, by this Agreement or any except with the prior written consent of the other, which consent shall not be unreasonably withheld in light of closing the transactions contemplated by this Agreement, use reasonable best efforts to ensure that Agreement on or before the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyTermination Date.
Appears in 2 contracts
Samples: Agreement of Merger (Cenveo, Inc), Agreement of Merger (Cadmus Communications Corp/New)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties hereto agrees to use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best efforts to 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts toto accomplish the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) obtain the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvalsauthorizations, orders and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act) applicable to the Transactions and other registrations, declarations and filings with with, or notices to, Governmental Entities, if any) including the NYSDFS and, subject except to the limitations extent that an applicable exemption applies, CDI, and those approvals set forth hereinon Section 3.01(d) of the Company Disclosure Letter and 3.02(c) of the Parent Disclosure Letter, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, a claim, action, suit, proceeding or investigation or proceeding by by, any Governmental Entity, (iiiiv) obtain all necessary the obtaining of consents, approvals or and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall any of the parties hereto or any of their respective Affiliates be required to (and in no event shall the Company or any of its Subsidiaries, without Parent's prior written approval) make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver from any such third parties, including all Necessary Consents, (v) the execution and (iv) execute or deliver delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, this Agreementresponding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and its Board their respective Boards of Directors shall, if any shall (A) take all action necessary to ensure that no state takeover statute or similar Legal Requirement is or becomes applicable to this Agreement, the Acquisition, this Agreement Merger or any of the transactions contemplated by other Merger Transactions and (B) if any state takeover statute becomes applicable to this Agreement, use reasonable best efforts the Merger or any of the other Merger Transactions, take all action necessary to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement Merger Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement Merger and the transactions contemplated herebyother Merger Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause causing the conditions precedent to the Merger set forth in Article VI 9 to be satisfied, (ii) obtain preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations submissions of information, applications and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityother documents, (iii) obtain obtaining and maintaining all necessary consents, approvals Permits and other confirmations required to be obtained from any Governmental Authority or waivers from other third partiesparty, including all Necessary Consentsconsents under any Material Contract, that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iv) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of this Agreement, subject to Section 6.03. Parent and the Company shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other Person or any other information supplied by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated by this Agreement. In connection with and without Without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, shall use reasonable best efforts to ensure file applications and any other filings that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on required to own and operate X-ray equipment with the terms contemplated by this Agreement state healthcare regulatory agencies in the states where the Company and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyits Subsidiaries currently operate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.), Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)
Reasonable Best Efforts. (a) Subject to the express terms and conditions of the other provisions of this Section 5.4 5.5 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees to use reasonable best efforts to takeParent, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition Merger Sub and the other transactions contemplated by this Agreement, including by using Company shall use their reasonable best efforts to: (i) consummate the transactions contemplated hereby and to cause the conditions precedent set forth in Article VI to be satisfiedsatisfied as promptly as practicable, (ii) obtain prepare as promptly as practicable (and file, submit or effect, or cause to be filed, submitted or effected, as applicable) all necessary actions applications, notices, petitions, filings, ruling requests and other documents in order to obtain (and to cooperate with the other parties to obtain) any Approval from any Governmental Entity which is required or nonactionsadvisable to be obtained by Parent, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth hereinMerger Sub, the taking of all steps and remedies Company or its Subsidiaries in connection with the transactions contemplated by this Agreement, including as may be necessary to avoid required under the HSR Act, any suit, claim, action, investigation Money Transmitter Requirements or proceeding by any Governmental EntityForeign Regulatory Laws as set forth in Section 3.4(a)(iii) or Section 3.4(a)(iv) of the Company Disclosure Schedule, (iii) obtain comply promptly with all necessary consentsLegal Requirements which may be imposed on such party with respect to obtaining Approvals for the transactions contemplated by this Agreement, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute defend all lawsuits or deliver any additional instruments necessary other legal, regulatory, administrative or other proceedings to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection which it (or with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable respect to the AcquisitionCompany, its Subsidiaries) is a party challenging or affecting this Agreement or any the consummation of the transactions contemplated by this Agreement, use reasonable best efforts (v) seek to ensure that avoid the Acquisition entry of, and the other commencement of litigation seeking the entry of, or seek to have lifted or rescinded, any injunction or restraining Order which would prevent or materially delay the ability of the parties to consummate the transactions contemplated by this Agreement, and (vi) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement may be consummated or the transactions contemplated hereby. In furtherance of the foregoing, the Company, Parent and Merger Sub agree to, as promptly as practicable after the date hereof: (x) make (or cause to be made) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall in any event be made within thirty (30) days following the date hereof, (y) make such filings and submissions as set forth on Section 5.5(a)(y) of the Company Disclosure Schedule (and, subject to the final three sentences of this Section 5.5(a), such other filings and submissions not set forth on Section 5.5(a)(y) of the Company Disclosure Schedule) in each case to the extent required by applicable Money Transmitter Requirements with respect to obtaining Approvals related to Money Transmitter Licenses of the Company or its Subsidiaries (the “Money Transfer Change of Control Filings”), in each case with respect to a change in control of the Company or any of its Subsidiaries that holds a Money Transmitter License, and (z) make (or cause to be made) such filings pursuant to any Foreign Regulatory Laws solely as set forth on Section 5.5(a)(z) of the Company Disclosure Schedule (“Foreign Regulatory Filings”). With respect to any Money Transfer Change of Control Filings not set forth on Section 5.5(a)(y) of the Company Disclosure Schedule or Foreign Regulatory Filings not set forth on Section 5.5(a)(z) of the Company Disclosure Schedule (including in connection with any Permitted Co-Investor), each of Parent, Merger Sub and the Company agrees to use its reasonable best efforts and cooperate with the other parties hereto (A) in timely making inquiries with Governmental Entities regarding the Money Transfer Change of Control Filings or Foreign Regulatory Filings (if and to the extent necessary to determine if a filing is required or advisable in connection with the Merger), (B) in determining if any Money Transfer Change of Control Filings or Foreign Regulatory Filings are not required by Governmental Entities in connection with the Merger, and (C) if obtaining Approval under such Money Transfer Change of Control Filings or such Foreign Regulatory Filings would not reasonably be expected to result in a Burdensome Condition (as defined below), in timely making all Money Transfer Change of Control Filings or Foreign Regulatory Filings required to be made by it (except with respect to such jurisdictions where the parties agree that a Money Transfer Change of Control Filing or any Approval from Governmental Entity that issues, grants or administers Money Transmitter Licenses or Foreign Regulatory Filing is not required or advisable). The Company will not, and will cause its Subsidiaries not to, without Parent’s prior written consent, take any action within its or their control that would reasonably be expected to result in a Burdensome Condition. Parent will not, without the Company’s prior written consent, agree to a Burdensome Condition on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement Company that is not conditioned on the Acquisition (including occurrence of and effective only as of or after, the Closing and that is not waived when agreed to by seeking Parent as a waiver of condition to the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram International Inc), Agreement and Plan of Merger (Moneygram International Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or and advisable to consummate and make effective, as expeditiously promptly as possible after the date hereof (and in any event before the Termination Date)practicable, the Acquisition Offer, the Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) cause that the Tender Offer Conditions and conditions precedent set forth in Article VI to be VII are satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvalsclearances, orders and authorizations approvals from Governmental Entities and non-governmental third parties and the making of all necessary registrations, declarations notices and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board Parent shall (A) file as promptly as practicable (and in any event within 10 Business Days) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable the U.S. Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the AcquisitionOffer, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated Agreement, and (B) make, as promptly as practicable on practicable, all notifications and other filings required (1) under any applicable non-U.S. antitrust or competition laws (together with the terms HSR Filings, the “Antitrust Filings”) and (2) under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case, with respect to the transactions contemplated by this Agreement and otherwise to minimize as promptly as practicable. The Antitrust Filings shall be in substantial compliance with the effect of such Legal Requirement on the Acquisition (including by seeking a waiver requirements of the application Laws, as applicable. Subject to first having used all reasonable efforts to negotiate a resolution of any objections underlying such Legal Requirementlawsuits or other legal proceedings, if available)the Company and Parent shall use reasonable best efforts to defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement and or the consummation of the Offer, the Merger or the other transactions contemplated herebyby this Agreement, including seeking to have any stay, temporary restraining order, or preliminary injunction entered by any Governmental Entity vacated or reversed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenfield Online Inc), Agreement and Plan of Merger (Microsoft Corp)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders licenses and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval, waiver or license from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third partiesparties (and in furtherance thereof the Company, with the consent of Parent (which consent may not be unreasonably withheld), may make and commit to make payments to third parties and enter into or modify agreements), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, or the consummation of the transactions contemplated by this Agreement, including all Necessary Consents, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without Without limiting the foregoing, each of the parties hereto shall use its reasonable best efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 20 business days after executing this Agreement, (i) notifications under the HSR Act and (ii) the FCC Application and related filings in connection with the Merger and the other transactions contemplated hereby, and to respond as promptly as practicable to any inquiries or requests received from the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), the FCC and any other Governmental Entities for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters or matters relating to the FCC Application. Each of the parties hereto, to the extent applicable, further agrees (i) to file (and, in the case of Parent to cause its affiliates to file) contemporaneously with the filing of the FCC Application any requests for temporary or permanent waivers of applicable FCC rules and regulations or rules and regulations of other Governmental Entities and in furtherance of those waiver requests to pledge to hold separate, to place in trust and/or to divest any of the businesses, product lines or assets of (A) the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of its subsidiaries at any time after the transactions contemplated by this AgreementEffective Time or (B) Parent or any of its affiliates at any time prior to, use reasonable best efforts on or after the Effective Time, in each case as may be required under Current FCC Policy to ensure that obtain approval of the Acquisition FCC Application (collectively, "Divestitures") in order to permit consummation of the Merger and the other transactions contemplated by this Agreement prior to the Termination Date (as defined in Section 7.1(e)) and (ii) to expeditiously prosecute such waiver requests and to diligently submit any additional information or amendments for which the FCC or any other relevant Governmental Entity may ask with respect to such waiver requests. Parent further covenants that, prior to the Effective Time, neither it nor any of its affiliates shall acquire any new or increased "attributable interest" or "meaningful relationship", each as defined in the FCC rules, in any media property ("Further Media Interest"), which Further Media Interest could not be consummated as promptly as practicable on held in common control with any Company Station by the terms contemplated by this Agreement and otherwise to minimize Surviving Corporation following the effect of such Legal Requirement on the Acquisition Effective Time (including by seeking a waiver virtue of the application of any such Legal Requirement, if availableFCC's multiple ownership limits), this Agreement and without the transactions contemplated herebyprior written consent of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and make effectivefiling as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, as expeditiously as possible after notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, or desirable to consummate the date hereof transactions contemplated by this Agreement; (iii) to the extent proper and advisable, participating and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority relating to this Agreement or the transactions contemplated hereby; (iv) in any the event before that the Termination Date), United States Federal Trade Commission (the Acquisition “FTC”) or the United States Department of Justice (the “DOJ”) issues a Request for Additional Information and Documentary Material (a “Second Request”) under the HSR Act in relation to the Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies such measures as may be reasonably necessary to avoid limit the scope of such Second Request, certifying substantial compliance with such Second Request and otherwise responding to and seeking to resolve any suitrequests for information, claimdocuments, action, investigation data or proceeding testimony made by the FTC or the DOJ under the HSR Act; (v) securing clearance under all applicable Competition Laws (including the expiration or termination of any Governmental Entity, (iiiapplicable waiting period thereunder) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on by the terms Termination Date; and (vi) preventing the entry of, and having vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order relating to any applicable Competition Law that would prevent, prohibit, restrict or delay the consummation of the Merger and the other transactions contemplated by this Agreement: provided that the parties hereto understand and agree that in no event shall the Company, Parent or Merger Subsidiary be required by this Section 8.01 or any other provision of this Agreement and (A) to enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (B) to divest or otherwise to minimize the effect of such Legal Requirement on the Acquisition hold separate (including by seeking establishing a waiver trust or otherwise), or take any other action (or otherwise agree to do any of the application foregoing) in the case of either of the foregoing clauses (A) or (B) with respect to any such Legal Requirementof the material businesses, if available), this Agreement and assets or properties of Parent or the transactions contemplated herebyCompany or any of their respective material Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Agreement and Plan of Merger (Pepsico Inc)
Reasonable Best Efforts. Subject to the express provisions terms of this Agreement (including the limitations set forth in this Section 5.4 6.01 and in Section 5.7 hereof6.02), Seller and the Company shall, and upon shall cause the other terms and subject to the conditions set forth hereinCompany Entities to, each of the parties agrees to use their 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously promptly as possible after the date hereof (and in any event before the Termination Date)practicable, the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) to cause the conditions precedent to Closing set forth in Article VI Section 2.01 to be satisfied; provided that, notwithstanding the provisions of this Section 6.01, neither Seller nor any Company Entity will be required to (a) expend any money to remedy any breach of any representation or warranty hereunder, (iib) obtain all necessary actions commence any litigation or nonactionsarbitration proceeding, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (c) waive or surrender any right or modify any agreement (including registrationsany Material Contract), declarations and filings with Governmental Entities(d) offer or grant any accommodation or concession (financial or otherwise) to any Person, if any(e) andmake any payment to any Person, (f) subject to the limitations Company's and Seller’s compliance with Section 6.02 and except for the consents, waivers and approvals contemplated by Section 2.01(f), obtain any consent required for the consummation of the transactions contemplated hereby, (g) waive or forego any right, remedy or condition hereunder, or (h) provide financing to Purchasers for the consummation of the transactions contemplated hereby; provided, further, that nothing in the foregoing proviso shall waive or modify any of the conditions to Purchasers’ obligations set forth hereinin Section 2.01. Upon the satisfaction of the conditions to the obligations of Purchaser1 and Seller to consummate the transactions contemplated by the IP APA and if OTBA is ready, the taking of all steps willing and remedies as may be necessary able to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consentsperform its obligations under, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes ofIP APA, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors Purchaser1 shall, if any takeover statute or similar Legal Requirement is or becomes applicable to and Seller shall and shall cause Truco Enterprises to, consummate the Acquisition, this Agreement or any closing of the transactions contemplated by the IP APA contemporaneously with the Closing pursuant to this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Utz Brands, Inc.), Stock Purchase Agreement (Utz Brands, Inc.)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to hereto 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 hereto in doing, all things necessary, proper or advisable to obtain the adoption of this Agreement by the stockholders of the Company as contemplated by Sections 4.1(a) and 4.2(a) and to consummate and make effective, as expeditiously soon as possible after the date hereof (and in any event before the Termination Date)practicable following such approval, the Acquisition Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including by using reasonable best efforts to: including, but not limited to (ia) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with the SEC and all other Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiib) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Distribution Agreement or the consummation of the transactions contemplated hereby or thereby, including all Necessary Consentsseeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and (iv) execute or deliver delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise the Distribution Agreement and (e) causing all conditions to minimize the effect parties' obligations to consummate (i) the Merger set forth in Article IV of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and (ii) the transactions contemplated herebyDistribution as set forth in Section 2.1(b) of the Distribution Agreement to be satisfied. The Company and Centex, upon the other's request, shall provide all such information reasonably necessary to accomplish the foregoing concerning the party's business and affairs to the other party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centex Corp), Agreement and Plan of Merger (Centex Construction Products Inc)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon Upon the other terms and subject to the conditions set forth hereinin this Agreement and in accordance with applicable Law, each of the parties agrees to this Agreement shall, and shall cause its Affiliates to, use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after ensure that the date hereof (and in any event before the Termination Date), the Acquisition Offer Conditions and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI are satisfied and to consummate the Transactions as promptly as practicable. Without limiting the generality of the foregoing, Parent shall be required to (i) vigorously contest (including by means of litigation) (x) any Legal Action brought, or threatened to be satisfiedbrought, by any Governmental Authority or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or seeking damages or to impose any terms or conditions in connection with the Transactions, and (y) any Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any damages, terms or conditions in connection with the Transactions and (ii) resolve any objections as the FTC, DOJ or any other Governmental Authority may assert under any Law with respect to the Transactions and to obtain all any clearance required under the HSR Act or any other approval, consent or authorization necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and under applicable Law for the making consummation of all necessary registrations, declarations and filings the Transactions (including registrationsagreeing to and making divestitures, declarations entering into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and filings with Governmental Entitiesentering into of commitments and obligations); provided that, if any) and, subject notwithstanding the foregoing or any other provision of this Agreement to the limitations set forth hereincontrary, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, nothing contained in this Agreement. In connection with and without limiting the foregoingAgreement shall require Parent, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts their respective Subsidiaries to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of take any such Legal Requirementaction with respect to any material assets, if available), this Agreement and the transactions contemplated herebymaterial categories of assets or material businesses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boulder Brands, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 5.2 and Section 5.7 hereof, 5.3 hereof and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute the defending of any suits, claims, actions, investigations or deliver 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 (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Probusiness Services Inc)
Reasonable Best Efforts. Subject Prior to the express provisions of Section 5.4 Closing, Purchaser and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to Sellers shall use their respective 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 hereto in doing, all things necessary, proper or advisable under any applicable Laws to consummate and make effectiveeffective in the most expeditious manner possible the transactions contemplated by this Agreement including (i) the preparation and filing of all forms, as expeditiously as possible after registrations and notices required to be filed to consummate the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making satisfaction of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject the other parties’ conditions to consummating the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding transactions contemplated by any Governmental Entitythis Agreement, (iii) taking all actions reasonably necessary to obtain all necessary consents(and cooperating with each other in obtaining) any consent, approvals authorization, order or waivers from approval of, or any exemption by, any third partiesparty, including any Governmental Entity (which actions shall include furnishing all Necessary Consentsinformation required under applicable Antitrust Laws and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Purchaser, the Sellers and the Companies or any of their respective affiliates in connection with the transactions contemplated by this Agreement or the taking of any action contemplated by this Agreement, and (iv) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoingAdditionally, each of Purchaser, the Company Sellers and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, Companies shall use all reasonable best efforts to ensure that fulfill all conditions precedent to the Acquisition and shall not take any action after the other transactions contemplated by date of this Agreement may that would reasonably be consummated as promptly as practicable on expected to materially delay the terms contemplated by this Agreement and otherwise obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to minimize be obtained prior to the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyClosing.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Om Group Inc), Asset and Stock Purchase Agreement (Om Group Inc)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (and in the case of AGM, use reasonable best efforts to cause the Control Persons) (unless, with respect to any action, another standard of performance is expressly provided for herein) to as promptly as reasonably practicable (i) 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 hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner reasonably practicable, the Acquisition and the other transactions Transactions, including (A) taking all such actions contemplated by this the terms of the Statutory Merger Agreement, including by using reasonable best efforts to: (iB) cause the conditions precedent set forth in Article VI otherwise preparing and filing promptly all documentation to be satisfied, (ii) obtain effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations submissions of information, applications and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, other documents and (ivC) execute or deliver executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, (ii) take, or cause to be taken, all actions, and do, or cause to fully carry out be done, and assist and cooperate with the purposes ofother parties hereto in doing, this Agreement. In connection all things necessary, proper or advisable to obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including the Required Regulatory Approvals, (iii) take all steps that are necessary, proper or advisable to avoid any Actions by any Governmental Authorities with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable respect to the Acquisition, this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the Transactions. For the avoidance of doubt, the efforts required by this Section 5.04 shall not require, or be construed to require, any Specified Party, Fund or Portfolio Company to agree to (A) sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interest in any of their respective assets or businesses, or (B) any conditions relating to, or changes or restriction in, the transactions contemplated by operations of any such assets or businesses; provided that the inclusion of a reference to any action in this Agreement, use sentence shall not imply that reasonable best efforts would require a party to ensure that take any such action. Notwithstanding anything contained herein to the Acquisition contrary, nothing in this Agreement shall require AGM or its Affiliates to take any action which would have a non-de minimis adverse economic impact on the compensation arrangements between AGM or its Affiliates, on the one hand, and AHL or its Affiliates, on the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyhand.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Global Management, Inc.), Agreement and Plan of Merger (Athene Holding LTD)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and make effectivefiling as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, as expeditiously as possible after notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, or desirable to consummate the date hereof transactions contemplated by this Agreement; (iii) to the extent proper and advisable, participating and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority relating to this Agreement or the transactions contemplated hereby; (iv) in any the event before that the Termination Date), United States Federal Trade Commission (the Acquisition “FTC”) or the United States Department of Justice (the “DOJ”) issues a Request for Additional Information and Documentary Material (a “Second Request”) under the HSR Act in relation to the Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies such measures as may be reasonably necessary to avoid limit the scope of such Second Request, certifying substantial compliance with such Second Request and otherwise responding to and seeking to resolve any suitrequests for information, claimdocuments, action, investigation data or proceeding testimony made by the FTC or the DOJ under the HSR Act; (v) securing clearance under all applicable Competition Laws (including the expiration or termination of any Governmental Entity, (iiiapplicable waiting period thereunder) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on by the terms Termination Date; and (vi) preventing the entry of, and having vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order relating to any applicable Competition Law that would prevent, prohibit, restrict or delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that in no event shall the Company, Parent or Merger Subsidiary be required by this Section 8.01 or any other provision of this Agreement and (A) to enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (B) to divest or otherwise to minimize the effect of such Legal Requirement on the Acquisition hold separate (including by seeking establishing a waiver trust or otherwise), or take any other action (or otherwise agree to do any of the application foregoing) in the case of either of the foregoing clauses (A) or (B) with respect to any such Legal Requirementof the material businesses, if available), this Agreement and assets or properties of Parent or the transactions contemplated herebyCompany or any of their respective material Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Pepsi Bottling Group Inc)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties hereto and use (and shall cause their respective Subsidiaries to use use) their respective reasonable best efforts to promptly (i) 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 hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner reasonably practicable, the Acquisition Mergers and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI preparing and filing promptly and fully all documentation to be satisfiedeffect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all necessary actions or nonactionsapprovals, consents, registrations, waivers, consentsPermits (including any Permit transfer, approvalsamendment or reissuance), authorizations, orders and authorizations other confirmations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityEntity or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the transfer of any Environmental Permit, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, execute and (iv) execute or deliver any additional instruments necessary to consummate the Mergers and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, by this Agreement and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that in the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect case of such Legal Requirement on the Acquisition each of clauses (including by seeking a waiver of the application of any such Legal Requirement, if availablei) through (iv), this Agreement other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws which are the transactions contemplated herebysubject of Section 6.03(c) and Section 6.03(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp), Agreement and Plan of Merger (WestRock Co)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously soon as possible after following the date hereof (and in any event before the Termination Date)hereof, the Acquisition Mergers and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: in (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain a Required Consent from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including all Necessary Consentsseeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) execute or deliver 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, and (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Mergers. In connection with furtherance and without limiting not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the Company and its Board of Directors shallHSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if any takeover statute or similar Legal Requirement is or becomes applicable are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the AcquisitionMerger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Agreement Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit HoldCo’s or its subsidiaries’ or affiliates’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize (B) conditioned upon the effect of such Legal Requirement on the Acquisition (including by seeking a waiver consummation of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyMergers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) 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 hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner reasonably practicable, the Acquisition and the other transactions Transactions, including (A) taking all such actions contemplated by the terms of this Agreement, including by using reasonable best efforts to: (iB) cause the conditions precedent set forth in Article VI otherwise preparing and filing promptly and fully all documentation to be satisfied, (ii) obtain effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations submissions of information, applications and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, other documents and (ivC) execute or deliver executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, (ii) obtain all Consents from any Governmental Authority or third party (assuming the accuracy of the representations and warranties made in Section 3.04(g)) necessary, proper or advisable to fully carry out consummate the purposes ofTransactions, this Agreement. In connection including any such Consents required with and without limiting respect to the foregoingCompany Insurance Approvals, the Company Parent Insurance Approvals and its Board of Directors shallunder applicable Antitrust Laws, if (iii) take all steps that are necessary, proper or advisable to avoid any takeover statute or similar Legal Requirement is or becomes applicable Actions by any Governmental Authorities with respect to the Acquisition, this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party, whether judicial or administrative, challenging this Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by this Agreement, use reasonable best efforts Transactions; provided that in no event shall Parent or Merger Sub be required to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of commence any such Legal Requirement, if available), this Agreement and the transactions contemplated herebylitigation against any Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Navigators Group Inc), Agreement and Plan of Merger (Hartford Financial Services Group Inc/De)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use 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 hereto in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article VI to be satisfiedother discussions or negotiations with, third parties, including as required under any Company Material Contract, or Parent Material Contract, as applicable, (ii) obtain all necessary actions Actions or nonactionsnon-Actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Entities and the making of Entities, make all necessary registrations, declarations and filings (including registrationsand make all reasonable best efforts to obtain an approval or waiver from, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third partiesvigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, including, without limitation, by vigorously pursuing all Necessary Consents, avenues of administrative and judicial appeal and (iv) execute or and deliver any additional instruments necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. In ; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and without limiting reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisitionextent practicable each shall consult with the other in connection with, this Agreement all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Person and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable on practicable. Subject to applicable Law and the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application instructions of any such Legal RequirementGovernmental Entity, if available)the Company and Parent, this Agreement to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject conditions of this Agreement, Rubicon Project and Telaria will cooperate with each other and use (and will cause their respective Subsidiaries to the conditions set forth herein, each of the parties agrees to use use) their respective reasonable best efforts to take, or consummate the transactions contemplated by this Agreement and to cause the conditions to the Merger set forth in Article VII to be takensatisfied as promptly as reasonably practicable, including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) the obtaining of all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and to do, other confirmations from any Governmental Entity or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things Person that are or may become necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any consummation of the transactions contemplated by this Agreement, use reasonable best efforts to ensure including the Merger, (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Entities) that are or may become necessary, proper or advisable in connection with the Acquisition and consummation of the other transactions contemplated by this Agreement Agreement, including the Merger, (iii) the taking of all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid an Action by, any Governmental Entity or other Person in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iv) the defending of any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed, and (v) the execution and delivery of any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. Each of Rubicon Project and Telaria shall, in consultation and cooperation with the other and as promptly as practicable on reasonably practicable, but in no event later than ten (10) Business Days from the terms date of this Agreement, make its respective filing under the HSR Act and any other applications and filings as reasonably determined by Rubicon Project and Telaria under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and otherwise to minimize Agreement, as promptly as practicable, but in no event later than as required by Applicable Law. Neither Rubicon Project nor Telaria will withdraw any such filings or applications without the effect of such Legal Requirement on the Acquisition (including by seeking a waiver prior written consent of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyother party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rubicon Project, Inc.), Agreement and Plan of Merger (Telaria, Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i1) cause the conditions precedent set forth in Article VI preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to be satisfied, (ii) obtain effect all necessary actions or nonactionsFilings and (2) obtaining and maintaining all licenses, waiversauthorizations, permits, consents, approvals, orders clearances, variances, exemptions and authorizations other confirmations required to be obtained from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority or other Third Party that are necessary, (iii) obtain all necessary consents, approvals proper or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary advisable to consummate the transactions contemplated byby this Agreement (which shall include using its reasonable best efforts to contest any (i) action, and suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court challenging, seeking to fully carry out enjoin, restrain, prevent, prohibit or make illegal the purposes ofOffer, this Agreement. In the acceptance for payment of or payment for some or all of the Shares by Parent or Merger Subsidiary or the consummation of the Merger or the other transactions contemplated hereby, or seeking damages or to impose any terms or conditions in connection with the Offer, the Merger or the other transactions contemplated hereby or (ii) order, writ, decree, judgment, award, injunction or ruling that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal the Offer, the acceptance for payment of or payment for some or all of the Shares by Parent or Merger Subsidiary or the consummation of the Merger or the other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Offer, the Merger or the other transactions contemplated hereby); provided that the parties hereto understand and without limiting agree that the reasonable best efforts of any party hereto shall not be deemed to include (A) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking, causing to be taken or refraining from taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties, or (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, except, in the case of the preceding clause (A) or (B), to the extent such action or actions would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Board of Directors shallSubsidiaries and Parent and its Subsidiaries, if any takeover statute or similar Legal Requirement is or becomes applicable taken as a whole; provided that, for such purposes, (1) impacts on the synergies expected to be realized from the AcquisitionOffer and the Merger will be taken into account and (2) impacts on Parent, this Agreement the Company or any of their respective Subsidiaries will be aggregated. The Company (x) shall not take or agree to take any action identified in clause (A) or (B) of the transactions contemplated preceding sentence (any such action, a “Burdensome Condition”) without the prior written consent of Parent and (y) if so requested by this AgreementParent, shall use reasonable best efforts to ensure take any Burdensome Condition provided that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable such Burdensome Condition is conditioned on the terms contemplated by this Agreement consummation of the Offer and otherwise does not reduce the Offer Price or the Merger Consideration. Parent and Merger Subsidiary shall not take any action or agree to minimize the effect of such Legal Requirement on the Acquisition take any action (including by seeking acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a waiver substantial portion of the application assets of or equity in, or by any other manner, any business of any Third Party) which is reasonably likely to prevent the obtaining of, any authorization, consent, order, declaration or approval of any Governmental Authority, or expiration or termination of the applicable waiting period under, any Competition Law by the End Date or delay such Legal Requirementobtaining, if available), this Agreement and expiration or termination to a date after the transactions contemplated herebyEnd Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire Pharmaceutical Holdings Ireland Ltd.), Agreement and Plan of Merger (NPS Pharmaceuticals Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties hereto agrees to use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best efforts to 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts toto accomplish the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) obtain the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvalsauthorizations, orders and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act or foreign antitrust or competition Law (collectively, “Antitrust Laws”) applicable to the Transactions and other registrations, declarations and filings with with, or notices to, Governmental Entities, if any(iv) and, subject to the limitations set forth herein, the taking obtaining of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall any of the parties hereto or any of their respective Affiliates be required to (and in no event shall the Company or any of its Subsidiaries, without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed)) make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver from any such third parties, including all Necessary Consents, (v) the execution and (iv) execute or deliver delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof and after consultation with the other party, this Agreementrespond to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and its Board their respective Boards of Directors shall, if any shall (A) take all action necessary to ensure that no state takeover statute or similar Legal Requirement is or becomes applicable to this Agreement, the Acquisition, this Agreement Merger or any of the transactions contemplated by other Transactions and (B) if any Takeover Law becomes applicable to this Agreement, use reasonable best efforts the Merger or any of the other Transactions, take all action necessary to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Acquisition (including by seeking a waiver Merger and the other Transactions. No party hereto shall voluntarily extend any waiting period under the Antitrust Laws or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions except with the prior written consent of the application other parties hereto (such consents not to be unreasonably withheld or delayed and which reasonableness shall be determined in light of any such Legal Requirementeach party’s obligation to use reasonable best efforts to do all things necessary, if availableproper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Ciena Corp)
Reasonable Best Efforts. Subject to Without limiting the express other provisions of Section 5.4 and Section 5.7 hereofthis Article 6, and upon the other terms and subject to the conditions set forth herein, 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 hereto in doing, all things necessary, proper or advisable under applicable law to consummate and make effectivefulfill all conditions applicable to such party pursuant to this Agreement (including, as expeditiously as possible after the date hereof (and in any event before the Termination Date)applicable, the Acquisition and the other transactions contemplated by Section 7.1 or 7.2 of this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, by this Agreement (including the Tender Offer and the Merger). The parties shall use their respective reasonable best efforts to fully carry out resolve any objections that may be asserted by any Governmental Authority with respect to the purposes of, this Agreementtransactions contemplated hereby. In connection with Except to the extent that Parent requests otherwise and without limiting waives any resulting failure of a condition to Acquisition’s obligation to purchase the foregoingshares that are tendered in response to the Tender Offer, the Company and Parent will cooperate and use their respective reasonable best efforts to obtain as promptly as practicable all consents, approvals and waivers required by third persons so that all permits and contracts of the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable subsidiaries will remain in full force and effect after the Effective Time. Subject to the Acquisitionterms and conditions of this Agreement, each party shall use its reasonable best efforts to cause the Expiration Time and the Effective Time to occur as promptly as practicable, including by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or any the consummation of the transactions contemplated hereby, and seeking to have any restraint or prohibition entered or imposed by this Agreementany court or other Governmental Authority that is not yet final and non-appealable vacated or reversed, use reasonable best efforts provided that none of Parent, Acquisition or the Company (unless Parent agrees to ensure that reimburse the Acquisition and the other transactions contemplated by this Agreement may Company) will be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise required voluntarily to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of incur or increase any such Legal Requirementfinancial obligation in order to resolve lawsuits, if available), this Agreement and the transactions contemplated herebyactions or proceedings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Annaly Capital Management Inc), Agreement and Plan of Merger (CreXus Investment Corp.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner and as expeditiously promptly as possible after the date hereof (and in any event before the Termination Date)practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, including all filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice, which HSR filings the parties will use their reasonable best efforts to make within 10 business days from the date hereof, and all notifications and other filing, notification or registration required under any antitrust, competition or similar laws of any foreign jurisdiction, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iviii) execute or deliver 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. In Subject to Applicable Laws relating to the exchange of information and subject in all respects to the requirements set forth in Section 5.3(b), Northwest and Delta shall have the right to review in advance, and will consult the other on and consider in good faith the views of the other in connection with, all the information relating to Northwest and its Subsidiaries or Delta and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Northwest Airlines Corp)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (ia) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (iib) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority, (iiic) obtain the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, parties and (ivd) execute or deliver 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. In connection with and without limiting the foregoingfirst sentence of this Section 6.03, each of the Company and its the Company Board of Directors shall, if and Parent and the Parent Board shall (i) take no action to cause any state takeover statute or similar Legal Requirement statute or regulation to become applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute is or becomes applicable to this Agreement, the Acquisition, this Agreement Merger or any of the other transactions contemplated by this Agreement, use reasonable best efforts take all action reasonably necessary to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Acquisition Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, nothing shall be deemed to require Parent to (including by seeking a waiver A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the application Merger, the Company or any of its Subsidiaries, (B) not compete in any such Legal Requirementgeographic area or line of business, if available)(C) restrict the manner in which, this Agreement and or whether, Parent, the transactions contemplated herebyCompany, the Surviving Corporation or any of their respective Affiliates may carry on business in any part of the world or (D) agree to any terms or conditions that would impose any obligations on Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, to maintain facilities, operations, places of business, employment levels, products or businesses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Retirement Corp), Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees to Party will use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with each of the other parties hereto Parties to this Agreement in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, as promptly as practicable, including (i) defending Actions challenging this Agreement, the resolutions of the Seller Boards or the Seller Shareholder Meeting with respect to the transactions contemplated hereby or the consummation of any of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or injunction vacated and reversed; (ii) taking all reasonable actions necessary to cause the conditions precedent in Article IX to be satisfied, including any reasonable actions necessary to avoid any Action by any Governmental Authority; (iii) taking all reasonable actions necessary to obtain all necessary consents, approvals, written permissions, confirmations and waivers from third parties, including any Governmental Authority; and (iv) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party agrees to make or cause to be made an appropriate filing of all filings that are advisable or required by applicable Antitrust Laws, the Communications Act, including the rules, regulations and policies promulgated thereunder by the FCC, any applicable Law of The Netherlands, any foreign investment Law and in connection with any other Seller Required Approvals and Parent Required Approvals with respect to the transactions contemplated hereby, as promptly as practicable, and in no event later than 15 Business Days after the date hereof, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any applicable Law of The Netherlands, the European Union, the United States or other Antitrust Laws and use its reasonable best efforts to ensure that take, or cause to be taken, all other actions consistent with this Section 6.03 necessary to cause the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver expiration or termination of the application applicable waiting periods under any applicable Law of any The Netherlands, the European Union, the United States or such Legal Requirementother Laws as soon as practicable. Without limiting the foregoing, if available), this Agreement each of the Parties shall request and shall use its reasonable best efforts to obtain early termination of the transactions contemplated herebywaiting period provided for under the HSR Act.
Appears in 2 contracts
Samples: Acquisition Agreement (New Skies Satellites Nv), Acquisition Agreement (New Skies Satellites Nv)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of Parent, GT Topco, Merger Sub and the parties agrees to Company 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 such other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (ia) cause the conditions precedent to the Merger set forth in Article VI V to be satisfied, ; (iib) obtain all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and the making of make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be Authorities that are necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary appropriate to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In ; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, use reasonable best efforts to ensure that neither Parent, GT Topco or Merger Sub, on the Acquisition and one hand, nor the Company, on the other transactions contemplated by this Agreement may hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise expected to minimize have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such Legal Requirement on party to fully perform its obligations under this Agreement. Notwithstanding anything to the Acquisition contrary herein, no party shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including by seeking a waiver of increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the application existing terms of any such Legal Requirement, if availableContract), this Agreement and or the transactions contemplated herebyprovision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Infor, Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, done and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable necessary to consummate and make effective, as expeditiously as possible after effective in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) cause that the conditions precedent set forth in Article VI to be are satisfied, (ii) obtain the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvalsclearances, orders and authorizations approvals from Governmental Entities and non-governmental third parties and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to and (iv) the limitations set forth herein, the taking obtaining of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board Parent shall (A) file as promptly as practicable (and in any event within 10 business days unless the parties mutually agree otherwise) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable the U.S. Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated Agreement, and (B) make, as promptly as practicable on practicable, all notifications and other filings required under any other applicable competition, merger control, antitrust or similar Law that the terms Company and Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and otherwise to minimize as promptly as practicable (together with the effect of such Legal Requirement on HSR Filings, the Acquisition (including by seeking a waiver “Antitrust Filings”). The Antitrust Filings shall be in substantial compliance with the requirements of the application Laws, as applicable. Subject to first having used all reasonable efforts to negotiate a resolution of any objections underlying such Legal Requirementlawsuits or other legal proceedings, if available)Company and Parent shall jointly defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement and or the consummation of the Merger or the other transactions contemplated herebyby this Agreement, including seeking to have any stay, temporary restraining order, or preliminary injunction entered by any Governmental Entity vacated or reversed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advo Inc), Agreement and Plan of Merger (Valassis Communications Inc)
Reasonable Best Efforts. (a) Subject to the express provisions terms and conditions of this Agreement, including Section 5.4 8.02(b) and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth herein8.02(c), each of the parties agrees to Company and Parent shall, and each shall cause its Subsidiaries to, use their respective 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effectiveother transactions contemplated hereby as promptly as practicable, including (i) (A) preparing and filing as expeditiously promptly as possible after practicable with any Governmental Authority or other Third Party all documentation to effect all Filings as are necessary, proper or advisable to consummate the date hereof (and in any event before the Termination Date), the Acquisition Merger and the other transactions contemplated hereby, (B) using reasonable best efforts to obtain, as promptly as practicable, and thereafter maintain, all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws), and (C) cooperating, to the extent reasonable, with the other parties hereto in their efforts to comply with their obligations under this Agreement, including by in seeking to obtain as promptly as practicable any required Consents and (ii) using reasonable best efforts to: to contest (iwhich includes by litigation) cause the conditions precedent set forth in Article VI to be satisfiedany (A) action, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding brought by any Governmental EntityAuthority in a court of competent jurisdiction seeking to enjoin, (iii) obtain all necessary consentsrestrain, approvals prevent, prohibit or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate make illegal consummation of the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement Merger or any of the other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Merger or any of the other transactions contemplated hereby or (B) Order that has been entered by this Agreementa court of competent jurisdiction that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Merger or any of the other transactions contemplated hereby. The parties understand and agree that, subject to Section 8.02(b) and Section 8.02(g), Parent’s obligation to use its reasonable best efforts set forth in this Section 8.02(a) includes taking and agreeing to ensure that take all actions and doing or agreeing to do all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the Acquisition termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations and the entry into other commitments and limitations) to satisfy the conditions set forth in Section 9.01(f) or Section 9.01(c) (if the injunction or other Order relates to any Antitrust Law) and to consummate the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Bristol Myers Squibb Co)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 (a) The Company and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to Parent shall use their reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effectiveeffective the transactions contemplated by this Agreement as promptly as practicable, as expeditiously as possible (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required (A) to be obtained or made by Parent or the Company or any of their Subsidiaries, (B) to avoid any action or proceeding by any Governmental Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, and (C) to prevent a Company Material Adverse Effect or a Parent Material Adverse Effect from occurring prior to or after the date hereof Effective Time, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, any other applicable federal or state securities Laws, and any other applicable Law. Parent and the Company shall cooperate with each other in connection with the making of all filings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall have the right to review and approve in advance, such approval not to be unreasonably withheld, all the information relating to the other party and its Subsidiaries that appears in any event before filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Termination Date), the Acquisition Merger and the other transactions contemplated by this Agreement. The Company and Parent may, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfiedas each deems reasonably advisable and necessary, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject designate any competitively sensitive information provided to the limitations set forth herein, other under this Section 6.5 as "outside counsel only." Such information shall be given only to outside counsel of the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementrecipient. In connection with and without limiting the foregoingaddition, the Company and Parent may redact any information from such documents shared with the other party or its Board of Directors shall, if any takeover statute or similar Legal Requirement counsel that is or becomes applicable not pertinent to the Acquisition, this Agreement or any subject matter of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyfiling or submission.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Hyseq Inc)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use their 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 hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to be satisfiedeffect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain obtaining and maintaining all necessary actions or nonactions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations permits, authorizations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject other confirmations required to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by obtained from any Governmental EntityAuthority or other third party that are necessary, (iii) obtain all necessary consents, approvals proper or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use ; provided that the parties hereto understand and agree that the reasonable best efforts of Parent shall not be deemed to ensure that require Parent to, and, without the Acquisition and prior written consent of Parent, the other Company shall not, (A) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and hereby or (B) sell, divest or otherwise to minimize the effect of such Legal Requirement on the Acquisition hold separate (including by seeking establishing a waiver trust or otherwise), or take any other action (or otherwise agree to do any of the application foregoing), in each case of clauses (A) and (B), (1) with respect to any of Parent’s or its Subsidiaries’ businesses, assets or properties or (2) with respect to any of the Company’s or its Subsidiaries’ businesses, assets or properties, unless, in the case of this clause (2) only, such action would not reasonably be expected to be, individually or in the aggregate, adverse in any material respect to the Company and its Subsidiaries, taken as a whole. Each of Parent and the Company shall (i) cooperate in all respects and consult with each other in connection with filings, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, Governmental Authorities, by promptly providing copies to the other party of any such Legal Requirementwritten communications and (iii) permit the other party to review in advance any communication that it gives to, if available)and consult with each other in advance of any meeting, this Agreement substantive telephone call or conference with Governmental Authorities, and to the transactions contemplated herebyextent not prohibited by a Governmental Authority, give the other party the opportunity to attend and participate in any in-person meetings with that Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NICE Ltd.), Agreement and Plan of Merger (inContact, Inc.)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees Company and Investor shall cooperate with each other and use (and the Company shall cause its Subsidiaries to use use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (a) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the each other parties hereto in doing, all things necessary, proper or advisable to cause the conditions set forth in Articles VI and VII, as applicable, to be satisfied as promptly as practicable and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreementthe Transaction Documents, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI preparing and filing promptly and fully all documentation to be satisfiedeffect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iib) obtain all necessary actions or nonactions, waiversRequired Approvals and all other approvals, consents, approvalswaivers and other confirmations from any third party necessary, orders and authorizations from Governmental Entities and proper or advisable to consummate the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to transactions contemplated by the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, Transaction Documents and (ivc) execute or and deliver any additional instruments necessary to consummate the transactions contemplated by, by the Transaction Documents; provided that all costs and expenses relating to fully carry out the purposes of, this Agreementforegoing shall be the sole responsibility of the Company. In connection with and without limiting Notwithstanding the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement shall not obligate Investor or any of its Affiliates to (i) make any sale, divestiture, license or other disposition of its assets, properties or businesses, or the transactions Securities to be acquired by Investor pursuant hereto, (ii) agree to the imposition of any limitation on the ability of any of them to conduct their respective businesses or to own or exercise control of such businesses, assets and properties or such Securities, or (iii) take any other action that could reasonably be expected to negatively impact Investor or any of its Affiliates, whether in respect of the transaction contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyTransaction Documents or otherwise.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Oncobiologics, Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iii) obtain the obtaining of all necessary consents, approvals or waivers from third partiesparties other than Governmental Entities (provided that if obtaining any such consent, including all Necessary Consentsapproval or waiver would require any action other than the payment of a nominal amount, and such action shall be subject to the consent of Parent, not to be unreasonably withheld), (iv) execute the defending of any lawsuits or deliver other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) 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. In connection with and without limiting the foregoingforegoing Parent, Sub and the Company and its Board their respective Boards of Directors shall, if any state takeover statute or similar Legal Requirement is or statute becomes applicable to this Agreement, the Acquisition, this Agreement Merger or any of the other transactions contemplated by this Agreement, use take all action necessary, with the reasonable best efforts cooperation of the other parties hereto if reasonably requested, to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Acquisition (including Merger and the other transactions contemplated by seeking a waiver of this Agreement. The Company shall give Parent the application opportunity to participate, on an advisory basis, in the defense of any such Legal Requirement, if available), this Agreement and stockholder litigation against the Company and/or its directors relating to the transactions contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TMP Worldwide Inc), Agreement and Plan of Merger (Hotjobs Com LTD)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties 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 hereto Parties in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts toto accomplish the following: (i) the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be commercially reasonable acts necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third parties referred to on Schedule 7.6(a) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Corporation following Closing, if and to the extent reasonably requested by the Company; (iv) execute the defending of any suits, claims, actions, investigations or deliver 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 (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In connection with and without limiting This obligation shall include, on the foregoingpart of Parent, sending a termination letter to Continental substantially in the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable form attached to the Acquisition, this Trust Agreement or any of (the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available“Trust Termination Letter”), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.), Agreement and Plan of Merger (CM Life Sciences III Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use 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 hereto in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts toto accomplish the following: (i) cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article VI to be satisfiedother discussions or negotiations with, third parties, including as required under any Company Material Contract or Parent Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of Entities, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of take all steps and remedies as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, execute and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated byhereby; provided, however, that neither the Company nor any of its Subsidiaries or Affiliates shall, without Parent’s prior written consent, become subject to, or consent or agree to any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, hold separate, dispose of any assets or conduct or change its business, nor shall the Company or any of its Subsidiaries or Affiliates commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, counsel for Parent and the Company shall have the right to review in advance, and to fully carry out the purposes ofextent practicable each shall consult with the other in connection with, this Agreement. In all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may be consummated Agreement. Unless prohibited by applicable Law or by the applicable Governmental Entity, each of Parent and the Company shall to the extent reasonably practicable, give the other party reasonable prior notice of any meeting or conversation with any Governmental Entity and keep each other reasonably apprised with respect to the outcome thereof. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable on practicable. Subject to applicable Law, the terms contemplated by this Agreement Company and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver Parent shall keep each other reasonably apprised of the application status of any such Legal Requirement, if available), this Agreement and matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the counsel for the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accuray Inc), Agreement and Plan of Merger (TomoTherapy Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use their 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 hereto in doing, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, including all filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice, all notifications and other filing required under the ECMR and any other necessary antitrust, competition or similar laws of any foreign jurisdiction, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third partieswaivers, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including all Necessary Consentspromptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) execute or deliver 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. In connection with and without limiting furtherance of the foregoing, the Company parties shall cooperate and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure determine and agree upon, within two weeks of the date hereof, a list of those Governmental Entities in foreign jurisdictions to which it may be necessary or appropriate to submit any filings, notifications or registrations or take any other actions in connection with regulatory or legal requirements of such Governmental Entities relating to the transactions contemplated hereby; provided that the Acquisition foregoing shall not affect or otherwise modify the closing conditions in Sections 6.1(b) and (c). Subject to Applicable Laws relating to the exchange of information, Fisher and Thermo Electron shall have the right to review in advance, xxx xx the extent reasonably practicable each will consult the other on, all the information relating to Fisher and its Subsidiaries or Thermo Electron and its Subsidiaries, ax xxx case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Thermo Electron Corp)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties hereto agrees to use its reasonable best efforts to, and shall cause their respective Affiliates to use reasonable best efforts to 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts toto accomplish the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) obtain the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvalsauthorizations, orders and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act or foreign antitrust or competition Law) applicable to the Transactions and other registrations, declarations and filings with with, or notices to, Governmental Entities, if any(iv) and, subject to the limitations set forth herein, the taking obtaining of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall any of the parties hereto or any of their respective Affiliates be required to (and in no event shall the Company or any of its Subsidiaries, without Parent’s prior written approval) make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver from any such third parties, including all Necessary Consents, (v) the execution and (iv) execute or deliver delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, this Agreementresponding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and its Board their respective Boards of Directors shall, if any takeover statute or similar Legal Requirement shall (A) take all action necessary to ensure that no Takeover Law is or becomes applicable to this Agreement, the Acquisition, this Agreement Merger or any of the transactions contemplated by other Merger Transactions and (B) if any Takeover Law becomes applicable to this Agreement, use reasonable best efforts the Merger or any of the other Merger Transactions, take all action necessary to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement Merger Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Acquisition Merger and the other Merger Transactions. No party hereto shall voluntarily extend any waiting period under the HSR Act or foreign antitrust or competition Law (including by seeking a waiver collectively, “Antitrust Laws”) or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions except with the prior written consent of the application other parties hereto (such consents not to be unreasonably withheld or delayed and which reasonableness shall be determined in light of any such Legal Requirementeach party’s obligation to use reasonable best efforts to do all things necessary, if availableproper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the ----------------------- conditions set forth hereinin this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actionsactions (including entering into transactions), and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger, and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (ia) cause the conditions precedent set forth in Article VI prompt making of their respective filings (including under the HSR Act) and thereafter the making of any other required submission with respect to be satisfiedthe Offer and the Merger, (iib) obtain the obtaining of all additional necessary actions or nonactionsnon-actions, waivers, consentsconsents and approvals from any applicable federal, approvalsstate, orders and authorizations from foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal of competent jurisdiction (a "Governmental Entities Entity") and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation obtain an approval or proceeding by waiver from any Governmental Entity, (iiic) obtain the obtaining of all necessary consents, approvals or waivers from third parties, (d) 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 all Necessary Consentsseeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (ive) execute or deliver 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. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement; provided, use reasonable best efforts however, that neither -------- ------- Parent, Sub nor the Company shall be required to ensure take any action pursuant to clauses (b), (c), (d) or (e) above that would in any event have a Material Adverse Effect, in the Acquisition case of the Company, or any similar effect on Parent and/or its subsidiaries; and the provided further that neither Parent, Sub nor any -------- ------- of their affiliates shall be required to enter into any transaction or take any other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking action that would require a waiver of, or that is inconsistent with satisfaction of, the conditions of the application of any such Legal Requirement, if availableOffer set forth in clauses (a)(iii), this Agreement and the transactions contemplated hereby(iv) or (v) in Exhibit A hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Earth Technology Corp Usa)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement and applicable Law, each of the parties agrees to hereto 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 hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including by using such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party’s obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to: ) consult and fully cooperate with and provide reasonable assistance to each other in (i) cause the conditions precedent set forth in Article VI preparation and filing with the Commission of the Proxy Statement and any necessary amendments or supplements to be satisfied, any of the foregoing; (ii) obtain using all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject reasonable best efforts to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or waivers from third parties, including all Necessary Consentsother permissions or actions by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or other Person; (iii) filing all pre-merger notification and report forms, if any, required (x) under the HSR Act (y) by the antitrust laws of the United Kingdom and (z) pursuant to such other antitrust Laws of the European Union and other Governmental Authorities that may be applicable (the HSR Act and any applicable antitrust Laws of the United Kingdom, the European Union and other Governmental Authorities being referred to herein as the “Antitrust Laws”) and, in each case responding to any requests for additional information made by any Governmental Authority pursuant to the Antitrust Laws and HSR Act; (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use using all reasonable best efforts to ensure that the Acquisition cause to be lifted any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Sections 8.2(d) and the 8.3(c); (v) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates to, and making all applications and filings with, any Governmental Authority or other transactions contemplated by this Agreement Person as may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver necessary or reasonably requested in connection with any of the application of any such Legal Requirementforegoing; and (vi) in general, if available), this Agreement consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction, or causing to be rescinded or rendered inapplicable any statute, rule or regulation, referred to in clause (ii) or (iv) of this sentence, no party shall be required to pay any consideration (other than customary filing and similar fees), to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any of the foregoing or any other condition or requirement that limits, restricts or otherwise imposes requirements on the existence or operations of the parties or any of their respective Affiliates.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Liberate Technologies), Asset Purchase Agreement (Liberate Technologies)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinherein provided for, each of the parties hereto agrees to use its reasonable best efforts in good faith to take, or cause to be takentaken (including causing any Subsidiaries to take), all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementAgreement and will cooperate fully with the other parties hereto to that end; provided, including by using however, that nothing in this Agreement (other than as expressly provided for in Section 1.01) shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). Without limiting the foregoing, (i) each of the Company, Parent and Purchaser shall use its reasonable best efforts to: (i) cause to make promptly any required submissions under the conditions precedent set forth HSR Act that the Company or Parent determines should be made, in Article VI each case, with respect to be satisfiedthe Offer, the Merger and the transactions contemplated hereby and (ii) obtain all necessary actions Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or nonactions, waivers, should be made or consents, approvals, orders and permits or authorizations from Governmental Entities and the making of all necessary registrationsare required to be or should be obtained under any other federal, declarations and filings (state or foreign law or regulation, including registrationsany shipping or maritime laws, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid or whether any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers are required to be or should be obtained from third parties, including all Necessary Consents, and (iv) execute other parties to loan agreements or deliver any additional other contracts or instruments necessary material to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Company's business in connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, use reasonable best efforts the proper officers and directors of each party to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of shall take all such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebynecessary action.
Appears in 2 contracts
Samples: Agreement of Merger (Crowley Maritime Corp), Agreement of Merger (Marine Transport Corp)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, the Company and Parent shall each of the parties agrees to use their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties hereto in doing, doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) obtain all necessary actions from any Governmental Entities or nonactionsany other third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent, Merger Sub or any of their respective Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Entities performance of this Agreement and the consummation of the transactions contemplated hereby; provided, that in connection therewith, without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or its Subsidiaries will make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all necessary registrationssuch filings, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking providing copies of all steps such filings and remedies as may be necessary attachments to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences; (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute or and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable No parties to the Acquisition, this Agreement or shall consent to any voluntary delay of the transactions contemplated by Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, use reasonable best efforts to ensure that which consent shall not be unreasonably withheld. For the Acquisition avoidance of doubt, Parent, Merger Sub and the other transactions contemplated by Company agree that nothing contained in this Agreement may be consummated as promptly as practicable on Section 6.10(a) shall modify or affect their respective rights and responsibilities under Section 6.10(b). The provisions of this Section 6.10(a) shall not apply to the terms contemplated by this Agreement matters described in Section 5.9 and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebySection 6.17.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Reasonable Best Efforts. Subject to (a) Each of the express provisions of Section 5.4 Company and Section 5.7 hereofParent shall cooperate with and assist the other party, and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to shall use its reasonable best efforts efforts, to promptly (i) 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 hereto in doing, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby as soon as practicable, including preparing and make effectivefiling as promptly as practicable all documentation to effect all necessary filings, as expeditiously as possible after notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the date hereof (Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Termination Date). Except as otherwise expressly contemplated hereby, each of the Acquisition Company and the other transactions contemplated by this AgreementParent shall not, including by using and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable best efforts control where such action or omission would, or would reasonably be expected to: , result in (iA) cause any of the conditions precedent to the Merger set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject not being satisfied prior to the limitations set forth herein, Termination Date or (B) a material delay in the taking satisfaction of all steps and remedies as may be necessary such conditions. Neither Parent nor the Company will directly or indirectly extend any waiting period under Regulatory Laws or enter into any agreement with a Governmental Entity to avoid any suit, claim, action, investigation delay or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary not to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, by this Agreement or any except with the prior written consent of the other, which consent shall not be unreasonably withheld in light of closing the transactions contemplated by this Agreement, use reasonable best efforts to ensure that Agreement on or before the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyTermination Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nashua Corp), Agreement and Plan of Merger (Nashua Corp)
Reasonable Best Efforts. Subject to Without limiting the express other provisions of Section 5.4 and Section 5.7 hereofthis Article 6, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto Parties in doing, all things necessary, proper or advisable under applicable law to fulfill all conditions applicable to such party pursuant to this Agreement (including, as applicable, Section 7.1 or 7.2 of this Agreement) and to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition Transactions and the other transactions contemplated by this Agreement, including by using . The Parties shall use their respective reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as resolve any objections that may be necessary to avoid any suit, claim, action, investigation or proceeding asserted by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary Authority with respect to consummate the transactions contemplated by, hereby. Except to the extent that Parent requests otherwise and waives any resulting failure of a condition to fully carry out Acquisition’s obligation to purchase the purposes of, this Agreement. In connection with and without limiting shares of Common Stock tendered in response to the foregoingTender Offer, the Company and Parent will cooperate and use their respective reasonable best efforts to obtain as promptly as practicable all consents, approvals and waivers required by third persons so that all permits and contracts of the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable subsidiaries will remain in full force and effect after the Effective Time. Subject to the Acquisitionterms and conditions of this Agreement, each party shall use its reasonable best efforts to cause the Expiration Time and the Effective Time to occur as promptly as practicable, including by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or any the consummation of the transactions contemplated hereby, and seeking to have any restraint or prohibition entered or imposed by this Agreementany court or other Governmental Authority that is not yet final and non-appealable vacated or reversed, use reasonable best efforts provided that none of Parent, Acquisition or the Company (unless Parent agrees to ensure that reimburse the Acquisition and the other transactions contemplated by this Agreement may Company) will be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise required voluntarily to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of incur or increase any such Legal Requirementfinancial obligation in order to resolve lawsuits, if available), this Agreement and the transactions contemplated herebyactions or proceedings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Javelin Mortgage Investment Corp.), Agreement and Plan of Merger (Armour Residential REIT, Inc.)
Reasonable Best Efforts. Subject From the date of this Agreement to the express provisions of Section 5.4 Closing Date, Seller and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth herein, each of the parties agrees to Buyer shall use its respective 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 hereto in doing, all things necessary, proper or advisable reasonably necessary to consummate and make effectivethe transactions contemplated by this Agreement including (i) obtaining the consent of any Governmental Authority or third party required by this Agreement, as expeditiously as possible after (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the date hereof (and in consummation of any event before of the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI seeking to be satisfied, (ii) obtain all necessary actions have any stay or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding temporary restraining order entered by any court or other Governmental Entity, Authority vacated or reversed and (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, executing and (iv) execute or deliver delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection ; provided, however, that neither Seller nor any Buyer shall be obligated with respect to such efforts (x) to expend any funds except the payment of the fees and without limiting the foregoingexpenses of any applicable attorneys, consultants or other advisors retained by it or (y) to take any actions with respect to its business, the Company RC International Business or the Cott Business which, in its reasonable judgment, is materially adverse, including, but not limited to, agreeing to any modification of a contract term; provided, further, that Buyers shall be deemed to have satisfied their obligations under this Section 9.3 with respect (A) to obtaining the Financing on substantially the terms and its Board conditions of Directors shallthe Commitment Letter if they and their Affiliates have complied with all their respective material obligations contained in the Commitment Letter and (B) to obtaining the Financing on terms substantially similar to those contained in the Commitment Letter if they and their Affiliates use all commercially reasonable efforts to obtain the Financing on terms substantially similar to those contained in the Commitment Letter from any other lender reasonably acceptable to Cott and have complied with all their respective material obligations, if any, of such new commitment letter; provided, however, Buyers shall not be obligated with respect to such efforts (i) to expend any takeover statute or similar Legal Requirement is or becomes applicable to funds except the Acquisition, this Agreement or any payment of the transactions contemplated by this Agreementfees and expenses of any applicable attorneys, use reasonable best efforts to ensure that the Acquisition and the consultants or other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition advisors (including such lender) retained by seeking them or (ii) to take any actions with respect to its business which, in its reasonable judgment, is materially adverse, including, but not limited to, agreeing to any modification of a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebycontract term.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cott Corp /Cn/), Asset Purchase Agreement (Cott Corp /Cn/)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties 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 hereto Parties in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Mergers and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts toto accomplish the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies reasonable best efforts as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Legal Proceeding; (iii) obtain the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, and approvals or waivers from third parties referred to on Section 4.05(b) of the Company Disclosure Letter; (iv) execute the termination of each agreement set forth on Section 7.05 of the Company Disclosure Letter; (v) the defending of any suits, claims, actions, investigations or deliver 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 (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In connection with and without limiting This obligation shall include, on the foregoingpart of Parent, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable sending a termination letter to the Acquisition, this Trustee substantially in the applicable form attached to the Trust Agreement or any of (the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available“Trust Termination Letter”), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.), Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.)
Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees Company, Parent and Merger Sub will use (and cause its Affiliates to use use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as expeditiously as possible after effective the date hereof (and in any event before the Termination Date)Offer, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third partiesparties and all consents, including all Necessary Consentsapprovals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Offer, the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers will not be a condition to Parent’s and Merger Sub’s obligations hereunder), and (iviii) execute or deliver the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out Offer or the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement may Agreement; provided, however, that in no event will the Company or any of its Subsidiaries be consummated as promptly as practicable on required to pay prior to the terms Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement and otherwise under any Contract or to minimize incur any material cost or expense in the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyperformance hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Combination Transactions and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: for (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Initial Holdco Merger Effective Time, and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain a Required Consent from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third 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 by this Agreement, including all Necessary Consentsseeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) execute or deliver 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. In connection with furtherance and without limiting not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the Company and its Board of Directors shallHSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if any takeover statute or similar Legal Requirement is or becomes applicable are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the AcquisitionCombination Transactions, this Agreement and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or any of informally requested pursuant to the transactions contemplated Antitrust Laws or by this Agreement, such authorities and to use reasonable best efforts to ensure that cause the Acquisition expiration or termination of any applicable waiting periods under the Antitrust Laws and the other transactions contemplated by receipt of the Required Consents as soon as practicable. Notwithstanding anything to the contrary in this Agreement may Agreement, neither Starwood nor Marriott shall be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise required pursuant to minimize the effect of such Legal Requirement on the Acquisition any Antitrust Laws to hold separate (including by seeking trust or otherwise) or divest any of its businesses or assets or enter into any consent decree or other agreement that would restrict it in the conduct of its business as heretofore conducted if such actions, either by themselves or taken together, would reasonably be expected to cause greater than $700 million in lost value to Marriott and its subsidiaries and Starwood and its subsidiaries, taken as a waiver whole. Lost value for purposes of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.analysis shall consist of:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marriott International Inc /Md/), Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide, Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties 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 hereto Party in doing, all things that are necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using its reasonable best efforts toto accomplish the following: (i) cause the conditions precedent set forth obtain all required consents, approvals or waivers from, or participation in Article VI to be satisfiedother discussions or negotiations with, third parties, including as required under any Parent Material Contract or Company Material Contract (as applicable); (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of Entities, make all necessary registrations, declarations and filings (including registrationsand make all reasonable best efforts to obtain all approvals or waivers from, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary or to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice; and (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, execute and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, Transactions and fully to fully carry out the purposes of, of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of Parent and the Company shall furnish to the other Party such information as such other Party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, each of Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, respectively, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transactions. In connection with exercising the foregoing rights, each of Parent and without limiting the foregoing, the Company shall act reasonably and its Board as promptly as practicable. Subject to applicable Law and the instructions of Directors shallany Governmental Entity, if any takeover statute or similar Legal Requirement is or becomes applicable Parent and the Company shall keep one another reasonably apprised of the status of matters relating to the Acquisitioncompletion of the Transactions, this Agreement including promptly furnishing the other with copies of notices or other written communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to the transactions contemplated by this AgreementTransactions, use reasonable best efforts and, to ensure that the Acquisition and extent practicable under the circumstances, shall provide the other transactions contemplated by this Agreement may be consummated as promptly as practicable on Party and its counsel with the terms contemplated by this Agreement and otherwise opportunity to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application participate in any meeting with any Governmental Entity in respect of any such Legal Requirementfiling, if available), this Agreement and investigation or other inquiry in connection with the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Parsley Energy, Inc.)
Reasonable Best Efforts. Subject to the express provisions of Section 5.4 and Section 5.7 hereof4.2(b), and upon the other terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practical, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anysuch as those referred to in Sections 4.1(d)(1)-(4) and, subject to the limitations set forth herein, and 4.2(b)(1)-(3)) and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consentswaivers, consents or approvals or waivers from third 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 by this Agreement, including all Necessary Consents, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) execute or deliver 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. Without limiting the generality of the foregoing, each of the Company and the Trust shall, to the extent required under the HSR Act, promptly file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") notification and report forms pursuant to the HSR Act relating to the merger and the other transactions contemplated in this Agreement. The Company and the Trust shall promptly respond to any request for additional information or documenting material by the FTC or Antitrust Division and shall cooperate with each other to effect the expiration of any waiting periods applicable thereto as promptly as practicable. The Company and the Trust shall each consult with the other and use their reasonable best efforts to coordinate any communications or filings with the FTC and the Antitrust Division. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to this Agreement, the AcquisitionStockholders Agreements, this Agreement the Merger or any of the other transactions contemplated by hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use reasonable best efforts the Stockholders Agreements, the Merger or any other transaction contemplated hereby or thereby, take all action necessary to ensure that the Acquisition Merger and the other transactions contemplated by this Agreement and the Stockholders Agreements may be consummated as promptly as practicable practical on the terms contemplated by this Agreement herein and therein and otherwise to minimize the effect of such Legal Requirement statute or regulation on the Acquisition (including Merger and the other transactions contemplated by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebyStockholders Agreements. In addition, the Trust undertakes and agrees to use its reasonable best efforts and to take all reasonable actions necessary to obtain the Commitment within the 30-day period specified in Section 3.2(e), to finalize the definitive documentation as promptly as practicable thereafter for the funding in full of the merger consideration that will become payable at the Effective Time and to cause the conditions to funding thereunder to be satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Group Inc), Agreement and Plan of Merger (Republic Group Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties W. P. Carey, Merger Sub and CPA16 agrees to 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 hereto in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party or its Subsidiaries pursuant to this Agreement and to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, including all Necessary Consents, and (iviii) execute or deliver 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. In connection with addition, each of W. P. Carey, Merger Sub and without limiting CPA16 agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the AcquisitionMerger, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, use reasonable best efforts to ensure that the Acquisition proper officers and directors of CPA16, W. P. Carey and Merger Sub shall take all such necessary action. From the other transactions contemplated by date of this Agreement may through the Effective Time, CPA16 shall timely file, or cause to be consummated as promptly as practicable on filed, with the terms contemplated by this Agreement and otherwise SEC all CPA16 SEC Documents required to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated herebybe so filed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corporate Property Associates 16 Global Inc), Agreement and Plan of Merger (W. P. Carey Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition and the other transactions contemplated by this AgreementTransactions, including by using reasonable best efforts to: to accomplish the following (provided, however, that this Section 5.03 shall not apply to any actions related to the Financing as to which Section 5.09 shall apply exclusively in determining Parent’s obligations with respect thereto): (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with with, or notices to, Governmental Entities, if anyincluding pursuant to Merger Control Laws) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, a claim, action, suit, proceeding or investigation or proceeding by by, any Governmental Entity, (iii) obtain all necessary the obtaining of consents, approvals or and waivers from third partiesparties reasonably requested by Parent to be obtained in connection with the Transactions; provided, including all Necessary Consentshowever, that in no event shall the Company or any of its Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver, and (iv) execute or deliver 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. It is understood and agreed that “reasonable best efforts” of a party with respect to actions or undertakings relating to any person other than a Governmental Entity shall not include any actions or undertakings which would reasonably be expected to result in material cost or material harm to such party. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any shall (A) take all action necessary to ensure that no state takeover statute or similar Legal Requirement is or becomes applicable to this Agreement, the Acquisition, this Agreement Share Exchange or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute becomes applicable to this Agreement, the Share Exchange or any of the other transactions contemplated by this Agreement, use reasonable best efforts take all action necessary to ensure that the Acquisition Share Exchange and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Acquisition (including Share Exchange and the other transactions contemplated by seeking a waiver this Agreement. No party shall voluntarily extend any waiting period under the HSR Act or any Merger Control Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions except with the prior written consent of the application other parties (such consent not to be unreasonably withheld or delayed and which reasonableness shall be determined in light of any such Legal Requirementeach party’s obligation to use reasonable best efforts to do all things necessary, if availableproper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Share (Millipore Corp /Ma), Agreement and Plan of Share (Millipore Corp /Ma)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees to hereto will 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 hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Offer and the other transactions contemplated by this AgreementMerger, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityEntity (including those in connection with any governmental antitrust review), (iiiii) obtain obtaining all necessary consents, approvals or waivers from third parties, (iii) defending any claims, investigations, actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and the Merger, including all Necessary Consents, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) execute or deliver executing and delivering any additional instruments necessary to consummate the transactions contemplated byOffer and the Merger. Subject to applicable laws and the terms of any relevant agreements with third parties relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to fully carry out the purposes ofextent practicable each will promptly consult the other on, this Agreement. In any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition . The Company and Parent shall keep the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver apprised of the application status of any such Legal Requirement, if available), this Agreement and matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications sent to or received by Parent or the Company and its Subsidiaries, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated hereby. Each party shall afford the other party with advance notice of, and a meaningful opportunity to participate in, any such communications to or from Governmental Entities, including, without limitation, a right to attend, with advisors present, any meetings (telephonic or in person) with such Governmental Entities. In furtherance of the foregoing, in connection with the receipt of any necessary approvals under the HSR Act or any other comparable laws of foreign jurisdictions, Parent, the Company and their respective Subsidiaries shall be required to take or commit to take any and all actions that may be required with respect to Parent or the Company or any of their respective Subsidiaries or any portions thereof or any of the businesses, product lines, properties or assets of the Parent or the Company or any of their respective Subsidiaries (including, but not limited to, challenging, defending against and appealing any Action, injunction, order or decree that may be taken or issued by or before any Governmental Entity in connection with this Agreement or the transactions contemplated hereby), unless in any such case any such action is reasonably likely to (i) have a Company Material Adverse Effect (without giving effect to the exceptions (i)-(v) thereof) or a material adverse effect on the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole, (ii) require Parent or any of its Subsidiaries to divest or hold separate a material amount of the assets of Parent and its Subsidiaries, taken as a whole or (iii) have a material adverse effect on the benefits expected to be realized by Parent from the transaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multex Com Inc), Agreement and Plan of Merger (Reuters Group PLC /Adr/)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, including Section 5.3(d), each of the parties agrees to use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this AgreementAgreement and to obtain satisfaction of the conditions precedent to the Merger, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain obtaining of all necessary actions or nonactions, waivers, consentsclearances, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents(iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, (iv) execute seeking the lifting or deliver rescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the transactions contemplated hereby and to cooperate to defend against it and respond thereto, (vi) 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, (vii) using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, reasonable best efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, except to the extent any such action described in clauses (i) through (iv) would not reasonably be expected to materially impair the benefits each of Parent and the Company reasonably expects to be derived from the combination of Parent and the Company through the Merger. In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent and the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable agrees to the Acquisition, this Agreement or any of make an appropriate filing under HSR with respect to the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated hereby as promptly as practicable on and in any event within 20 Business Days following the terms contemplated by this Agreement date hereof and otherwise to minimize supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the effect of such Legal Requirement on HSR Act and to take all other actions necessary to cause the Acquisition (including by seeking a waiver expiration or termination of the application of any such Legal Requirement, if available), this Agreement and applicable waiting periods under the transactions contemplated herebyHSR Act as soon as practicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpha Natural Resources, Inc.), Agreement and Plan of Merger (Cleveland Cliffs Inc)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each of the parties agrees to use 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 hereto in doing, all things actions that are reasonably necessary, proper or advisable to consummate and make effectiveeffective the Merger, as expeditiously as possible after the date hereof Share Issuance, the Charter Amendment and the other transactions contemplated by this Agreement (and other than waiving any conditions to Closing set forth in any event before the Termination DateArticle VI), including using reasonable best efforts to accomplish the Acquisition following: (i) obtain all required consents, approvals or waivers from non-Governmental Entity third parties necessary, proper or advisable to consummate and make effective the Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactionsnon-actions, waivers, consents, clearances, approvals, orders and authorizations from Governmental Entities and the making of Entities, make all necessary registrations, declarations and filings (including registrationswith, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of take all steps and remedies as may be necessary to avoid any suitAction by, claim, action, investigation or proceeding by any Governmental Entity, and (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, execute and (iv) execute or deliver any additional instruments necessary instruments, in each case as necessary, proper or advisable to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing; provided, the Company and its Board of Directors shallhowever, if in each case that, no party shall be required to pay any takeover statute fee, penalty or similar Legal Requirement is other consideration to any Governmental Entity or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application third party in respect of any such Legal Requirementconsents, if available)approvals or waivers. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing and will cooperate in responding to any inquiry from a Governmental Entity, including promptly (and in no event later than two (2) Business Days) informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications with any Governmental Entity with respect to this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spectrum Brands Holdings, Inc.), Agreement and Plan of Merger (HRG Group, Inc.)
Reasonable Best Efforts. Subject to (a) Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinin this Agreement and in accordance with applicable Laws, each of the parties agrees to this Agreement will use 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, as expeditiously as possible after the date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause ensure that the conditions precedent set forth in Article VI are satisfied and to be satisfiedconsummate the transactions contemplated by this Agreement as promptly as practicable, including (iii) obtain obtaining all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) obtain obtaining all necessary consents, approvals or waivers from from, or taking other actions with respect to, third partiesparties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of MergerCo, the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in connection with obtaining such consent, approval or waiver, (iii) subject to first having used reasonable best efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including all Necessary Consentsseeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, and (iv) execute or deliver executing and delivering any additional instruments necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Theragenics Corp), Agreement and Plan of Merger (Michas Alexis P)
Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth hereinherein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 7.5 (but subject to limitations therein), each of the parties hereto agrees to use its reasonable best efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done and to assist and cooperate with the other parties party hereto in doing, doing all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, as expeditiously as possible after in the date hereof (and in any event before the Termination Date)most expeditious manner practicable, the Acquisition Merger and the other transactions contemplated by this Agreement, including by using reasonable best efforts including, but not limited to: (i) cause the satisfaction (but not the waiver) of the conditions precedent set forth in Article VI to be satisfied, the obligations of any of the parties hereto; (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making obtaining of all necessary registrationsand applicable consents, declarations and filings waivers or approvals of any third parties (including registrations, declarations and filings with Governmental Entities); (iii) the defending of any Actions, if anywhether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; (iv) andthe submission of joint instructions, subject from time to time as necessary for the limitations set forth hereinrelease of any monies due to any party to this Agreement from the Escrow Fund (as defined in the Escrow Agreement), (v) the execution and delivery of such instruments, and the taking of all steps and remedies such other actions as the other party hereto may be necessary reasonably require in order to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, intent of this Agreement. In connection with and without Notwithstanding the foregoing, none of the Company or the Holders or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver or approval. Without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable shall promptly take all actions reasonably requested by Parent prior to the Acquisition, this Agreement Closing to perfect the transfer to the Company or any one of its Subsidiaries of legal and beneficial title to those interests in its Subsidiaries not held by one of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Acquisition and the other transactions contemplated by this Agreement may be consummated Acquired Companies as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Acquisition (including by seeking a waiver set forth in Section 3.3 of the application Company Disclosure Letter by the Closing and take all actions reasonably requested by Parent prior to the Closing to bring any Subsidiary of any the Company that is not in good standing (or its local law equivalent) or is otherwise not in compliance with local law requirements as to corporate, tax and foreign investment registrations as set forth in Section 3.3(b) of the Company Disclosure Letter into good standing (or its local law equivalent) and compliance with such Legal Requirement, if available), this Agreement and the transactions contemplated herebylocal law requirements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Icg Group, Inc.)
