Common use of Reasonable Efforts; Other Actions Clause in Contracts

Reasonable Efforts; Other Actions. (a) HP and MMAX each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger treatment as a tax-free reorganization; and (ii) the obtaining of all necessary consents, approvals or waivers under their respective material contracts. (b) HP shall take all actions necessary to duly call and hold a meeting of its members or solicit the written consent of its members as soon as reasonably practicable, to approve the Merger. HP's Board of Managers shall recommend that the holders of the HP Common Stock vote or consent to approve the Merger, and shall use commercially reasonable efforts to solicit such approval. HP shall provide its members with a written statement in connection such meeting or consent solicitation which shall include a statement to the effect that the Board of Managers of HP recommends that HP's members vote to approve the Merger and provide such other information concerning the Merger as may be required under applicable law. All such information provided by MMAX for use in such HP written statement will be materially true, correct and complete and will not contain any untrue statement of a material fact or omit to state any material fact required or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. (c) Each party covenants that after the Closing, it shall, execute, acknowledge and deliver, without further consideration, all such instruments and other documents as may be reasonably requested to consummate or effectuate the transactions contemplated by this Agreement and MMAX (the Surviving Company) agrees to undertake such necessary actions, including but not limited to the filing of a Form 8- K Current Report with the SEC, disclosing this Agreement.

Reasonable Efforts; Other Actions. (a) HP VFC and MMAX Mera each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger Share Exchange treatment as a tax-free reorganization; and (ii) the obtaining of all necessary consents, approvals or waivers under their respective material contracts. (b) HP VFC shall take all actions necessary to duly call and hold a meeting of its members stockholders or solicit the written consent of its members stockholders as soon as reasonably practicable, to approve the MergerShare Exchange. HP's VFC’s Board of Managers Directors shall recommend that the holders of the HP VFC Common Stock vote or consent to approve the MergerShare Exchange, and shall use commercially reasonable efforts to solicit such approval. HP VFC shall provide its members stockholders with a written statement in connection such meeting or consent solicitation which shall include a statement to the effect that the Board of Managers Directors of HP VFC recommends that HP's members VFC’s stockholders vote to approve the Merger Share Exchange and provide such other information concerning the Merger Share Exchange as may be required under applicable law. All such information provided by MMAX Mera for use in such HP VFC written statement will be materially true, correct and complete and will not contain any untrue statement of a material fact or omit to state any material fact required or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. (c) Each party covenants that after the Closing, it shall, execute, acknowledge and deliver, without further consideration, all such instruments and other documents as may be reasonably requested to consummate or effectuate the transactions contemplated by this Agreement and MMAX Mera (the Surviving Company) agrees to undertake such necessary actions, including but not limited to the filing of a Form 8- K Current Report an information statement or proxy statement with the SEC, disclosing this Agreementto amend its articles of incorporation to increase its authorized common stock.

Reasonable Efforts; Other Actions. (a) HP TV Goods Holding, H&H and MMAX NEWCO each shall use all commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the taking of any actions required to qualify the Merger treatment as a tax-free reorganization; and (ii) the obtaining of all necessary consents, approvals or waivers under their respective material contracts. (b) HP TV Goods Holding shall take all actions necessary to duly call and hold a meeting of its members stockholders or solicit the written consent of its members stockholders as soon as reasonably practicable, to approve the Merger. HP's TV Goods Holding’s Board of Managers Directors shall recommend that the holders of the HP TV Goods Holding Common Stock vote or consent to approve the Merger, and shall use commercially reasonable efforts to solicit such approval. HP TV Goods Holding shall provide its members stockholders with a written statement in connection the such meeting or consent solicitation which shall include a statement to the effect that the Board of Managers Directors of HP TV Goods Holding recommends that HP's members TV Goods Holding’s stockholders vote to approve the Merger and provide such other information concerning the Merger as may be required under applicable law. All such information provided by MMAX H&H for use in such HP TV Goods Holding written statement will be materially true, correct and complete and will not contain any untrue statement of a material fact or omit to state any material fact required or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. (c) Each party covenants that after the Closing, it shall, execute, acknowledge and deliver, without further consideration, all such instruments and other documents as may be reasonably requested to consummate or effectuate the transactions contemplated by this Agreement and MMAX H&H (the Surviving Company) agrees to undertake such necessary actions, including but not limited to the filing of a Form 8- K Current Report an information statement or proxy statement with the SEC, disclosing this Agreementto amend its articles of incorporation to increase its authorized common stock.