Reasonable Efforts; Additional Actions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using all reasonable efforts to (i) obtain all consents, amendments to or waivers under the terms of any of the Company's contractual arrangements required by the transactions contemplated by this Agreement, (ii) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Act, the Exchange Act, the DGCL and state and Federal licensing authorities, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) fulfill or cause the fulfillment of the conditions to Closing set forth in Article 7. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation (including, without limitation, Section 203 of the DGCL) is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement and the Stockholder Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action expressly permitted by the terms of this Agreement.
Reasonable Efforts; Additional Actions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to
Reasonable Efforts; Additional Actions. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use commercially reasonable efforts to, take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and otherwise to satisfy or cause to be satisfied all conditions precedent to its obligations under this Agreement. By way of amplification and not limitation, each of the Company, the Sellers and Parent agrees to use its reasonable best efforts (and Parent agrees to cause Guarantor to use its reasonable best efforts) to obtain and to cooperate with each other in order to obtain as promptly as practicable all consents, waivers, approvals, authorizations or orders (including, without limitation, all United States and non-U.S. governmental and regulatory rulings and approvals), and the Company, the Sellers and Parent agree to make (and Parent agrees to cause Guarantor to make) as promptly as practicable all filings (including, without limitation, all filings with United States and non-U.S. governmental or regulatory agencies) required in connection with the authorization, execution and delivery of this Agreement by the Company, the Sellers and Parent and the consummation by them of the Contemplated Transactions. The foregoing covenant shall not include any obligation by Guarantor or any of its subsidiaries to agree to divest, abandon, license, hold separate or take similar action with respect to any assets (tangible or intangible) that are, in the aggregate, material to the Company or to the absorbent personal care product business of Guarantor.
Reasonable Efforts; Additional Actions. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including: (a) the Company using all reasonable efforts to obtain all consents, amendments to or waivers under the terms of any of the Company's borrowing or other material contractual arrangements required by the transactions contemplated by this Agreement, (b) each party effecting promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Act, (c) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, (d) each party using all reasonable efforts to fulfill or cause the fulfillment of the conditions to Closing set forth in Articles 8 (other than the condition set forth in Section 8.1) and 9 (other than the condition set forth in Section 9.1) and (e) after the Closing, each party taking all actions and executing and delivering to the other party such documents and instruments as are reasonably necessary in furtherance of the transactions contemplated hereby.
Reasonable Efforts; Additional Actions. Buyer, the Company and, with respect to Sections 9.1, 9.2, and 9.5, each Seller (as to those matters reasonably within such Seller's control), shall use, and the Company shall cause each member of the Company Group to use, commercially reasonable efforts to cause all conditions in Articles VIII, IX and X to be satisfied and the Closing contemplated hereby to occur. Buyer and each Seller that is a party to the InterLink Agreement (or that controls a party to the InterLink Agreement), to the extent within such Seller's control, shall use commercially reasonable efforts to cause the transactions contemplated by the InterLink Agreement to be consummated. Without limiting the foregoing, subject to the terms and conditions of this Agreement, (i) Buyer, the Company and (as to those matters reasonably within such Seller's control) each Seller shall use, and the Company shall cause each member of the Company Group to use, all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or to remove any injunctions or other impediments or delays, and to consummate the transactions contemplated by this Agreement and (ii) in any vote of the Company's limited partners necessary to authorize any action contemplated hereby, including without limitation the restructurings described in Section 7.11. Sellers agree to vote their Purchased Interests in favor of such action. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest Buyer with full title in and to the Purchased Interests and all properties, assets, rights, approvals, immunities and Franchises of the Company Group, Sellers and the proper officers, members, partners and directors of each Person that is a party to this Agreement shall take all such necessary action.
Reasonable Efforts; Additional Actions. Upon the terms and -------------------------------------- subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using all reasonable efforts to (a) obtain the Parent Consents and the Company Consents, (b) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Act, (c) defend any Claim challenging this Agreement or the consummation of the transactions contemplated hereby and (d) fulfill or cause the fulfillment of the conditions to Closing set forth in Articles VII and VIII.
Reasonable Efforts; Additional Actions. Each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary or advisable to consummate the transactions contemplated by this Agreement, including using all reasonable efforts to fulfill the conditions to Closing set forth in Article 8 and Article 9. None of the Seller Parties or, prior to Closing, the Relevant Companies will take any action that is intended to discourage any customer or client, licensor, supplier, Employee, agent, or other business associate of any Relevant Company from maintaining the same business relationships with the Relevant Companies after the Closing as it maintained with the Relevant Companies before the Closing.
Reasonable Efforts; Additional Actions. 6.6.1 (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using all reasonable efforts to: (i) obtain all consents, amendments to or waivers under the terms of any of the Company's or its Subsidiaries' borrowing or other contractual arrangements required by the transactions contemplated by this Agreement; (ii) effect promptly all necessary or appropriate registrations and filings with Governmental Authorities, including, without limitation, filings and submissions pursuant to the HSR Act, the Securities Act, the Exchange Act and the DGCL; (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (iv) fulfill or cause the fulfillment of the conditions to the Closing set forth in Article 7.
Reasonable Efforts; Additional Actions. Upon the terms and subject to the conditions of this Agreement, including Section 1.1(b) hereof, each of the parties hereto shall use all commercially reasonable best efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using all reasonable efforts to (a) effect promptly all necessary or appropriate registrations and filings with governmental or taxing authorities, including, filings and submissions pursuant to the Act and the Securities Act, (b) defend any lawsuit or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transaction contemplated hereby and (c) fulfill or cause the fulfillment of conditions precedent to the other party's obligations hereunder.
Reasonable Efforts; Additional Actions. Without limiting the generality of Section 5.1, during the period from the date of this Agreement and continuing to the earlier of the termination of this Agreement in accordance with Article IX and the Closing, except to the extent expressly contemplated by this Agreement, each of the parties hereto shall use commercially reasonable efforts to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to:
