Required Action and Forbearance. (a) Upon the terms and subject to the conditions set forth in this Agreement, in addition to (and not in lieu of) the obligations of the parties set forth in Section 5.2, but subject to the limitations set forth therein, and except with respect to the Financing, which shall be governed by Section 5.6, Parent and Merger Sub, on the one hand, and (subject to the Company’s rights under Section 4.3, Section 5.3 and Section 5.4) the Company, on the other hand, shall use their reasonable best efforts to (i) take (or cause to be taken) all actions reasonably necessary, (ii) do (or cause to be done), and (iii) assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including by: (i) using reasonable best efforts to cause the conditions to the Merger set forth in Article VI to be satisfied; (ii) using reasonable best efforts to promptly obtain all consents, waivers and approvals under any Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such Material Contracts as of the consummation of the Merger; and (iii) executing and delivering any Contracts and other instruments that are necessary to consummate the Merger. (b) In addition to the foregoing, subject to the limitations set forth in Section 5.2 and except with respect to the Financing, which shall be governed by Section 5.6, neither Parent or Merger Sub, on the one hand, nor (subject to the Company’s rights under Section 4.3, Section 5.3 and Section 5.4) the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu of, the obligations of the parties set forth in Section 5.2), the Company shall be responsible for using (and causing its Subsidiaries to use) their respective reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 2.5 or Section 2.6 or in the related section of the Company Disclosure Schedule (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 2.6 or in the related section of the Company Disclosure Schedule, are required to be obtained by the Company), and Parent and Merger Sub shall be responsible for using their respective commercially reasonable efforts to cooperate with the Company in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations. (d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu of, the obligations of the parties set forth in Section 5.2), Parent and Merger Sub shall be responsible for using their respective reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 3.3 or Section 3.4 or in a disclosure schedule relating thereto (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 3.4 or in a disclosure schedule relating thereto, are required to be obtained by Parent and/or Merger Sub), and the Company shall be responsible for using its commercially reasonable efforts to cooperate with Parent and Merger Sub in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.
Appears in 2 contracts
Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc)
Required Action and Forbearance. (a) Upon the terms and subject to the conditions set forth in this Agreement, in addition to (and not in lieu of) the obligations of the parties set forth in Section 5.2, but subject to the limitations set forth therein, and except with respect to the Financing, which shall be governed by Section 5.6, Parent Newco and Merger Sub, on the one hand, and (subject to the Company’s rights under Section 4.3Sections 6.3, Section 5.3 6.4 and Section 5.46.5) the Company, on the other hand, shall use their all reasonable best efforts to (i) take (or cause to be taken) all actions reasonably necessaryactions, (ii) and do (or cause to be done), and (iii) assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including by, in each case, subject to the parties’ reasonable efforts:
(i) using reasonable best efforts to cause causing the conditions to the other (or both) parties to the Merger set forth in Article VI VII to be satisfied;
(ii) using reasonable best efforts obtaining all consents, waivers, approvals, orders and authorizations from Governmental Authorities, including any no action relief reasonably required to promptly obtain effect deregistration of the Company’s Common Stock following the Effective Time, and making all registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger;
(iii) obtaining all consents, waivers and approvals and delivering all notifications under any Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such Material Contracts as of the consummation of the Merger; and
(iiiiv) executing and delivering any Contracts and other instruments that are necessary to consummate the Merger.
(b) In addition to the foregoing, subject to the limitations set forth in Section 5.2 terms and except with respect to the Financing, which shall be governed by Section 5.6conditions of this Agreement, neither Parent Newco or Merger Sub, on the one hand, nor (subject to the Company’s rights under Section 4.3, Section 5.3 and Section 5.4) the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement. For the avoidance of doubt no action by the Company taken in compliance with Section 5.3 hereof shall be considered a violation of this Section 6.1.
(c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement Section 6.1 or elsewhere in this Agreement, if the other party to any Contract that constitutes a Material Contract conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in addition to, and not in lieu ofresponse to a notice or consent request regarding this Agreement, the obligations payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the parties set forth in Section 5.2provision of additional security (including a guaranty), the Company shall be solely responsible for using (and causing its Subsidiaries to use) their respective reasonable best efforts to prepare and file the necessary notices, reports making all such payments or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 2.5 or Section 2.6 or in the related section of providing all such additional security; provided that the Company Disclosure Schedule (which, in shall not make any such payments or agree to make any such payments without the case prior written consent of the consents, approvals and notifications identified or required to be identified in Section 2.6 or in the related section of the Company Disclosure Schedule, are required to be obtained by the Company), and Parent and Merger Sub shall be responsible for using their respective commercially reasonable efforts to cooperate with the Company in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizationsNewco.
(d) Notwithstanding the foregoing or anything Prior to the contrary set forth in this Agreement (in addition to, and not in lieu ofEffective Time, the obligations of the parties set forth in Section 5.2), Parent and Merger Sub Company shall be responsible for using their respective reasonable use its best efforts to prepare obtain all necessary waivers, consents or releases, in form and file substance reasonably satisfactory to Newco, from holders of Company Options and other equity awards under the necessary noticesCompany Stock Plans and take all such other action, reports or other filings and to obtain the consentswithout incurring any liabilities in connection therewith, approvals and authorizations identified or required as Newco may deem to be identified in Section 3.3 necessary to give effect to the transactions contemplated by Article II. As promptly as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or Section 3.4 or in a disclosure schedule relating thereto (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 3.4 or in a disclosure schedule relating thereto, take such other actions as are required to be obtained give effect to the transactions contemplated by Parent and/or Merger Sub), and the Company shall be responsible for using its commercially reasonable efforts to cooperate with Parent and Merger Sub in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizationsArticle II.
Appears in 2 contracts
Samples: Merger Agreement (Vista Equity Partners Fund III LP), Merger Agreement (Sumtotal Systems Inc)
Required Action and Forbearance. (a) Upon the terms and subject to the conditions set forth in this Agreement, in addition to (and not in lieu of) the obligations of the parties set forth in Section 5.2, but subject to the limitations set forth therein, and except with respect to the Financing, which shall be governed by Section 5.6, Parent and Merger Sub, on the one hand, and (subject to the Company’s rights under Section 4.35.3, Section 5.3 5.4 and Section 5.45.5) the Company, on the other hand, shall use their reasonable best efforts to (i) take (or cause to be taken) all actions reasonably necessary, (ii) and do (or cause to be done), and (iii) assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including by:
(i) using reasonable best efforts to cause the conditions to the Merger set forth in Article VI VII to be satisfied;
(ii) obtaining all consents, waivers, approvals, orders and authorizations from Governmental Authorities, and making all registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger;
(iii) using reasonable best efforts to promptly obtain all consents, waivers and approvals under any Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such Material Contracts as of the consummation of the Merger; and
(iiiiv) executing and delivering any Contracts and other instruments that are necessary to consummate the Merger.
(b) In addition to the foregoing, subject to the limitations set forth in Section 5.2 and except with respect to the Financing, which shall be governed by Section 5.6, neither Parent or Merger Sub, on the one hand, nor (subject to the Company’s rights under Section 4.35.3, Section 5.3 5.4 and Section 5.45.5) the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement.
(c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu of, the obligations of the parties set forth in Section 5.2)Agreement, the Company shall be responsible for using (and causing its Subsidiaries to use) their respective reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 2.5 or Section 2.6 or in the related section of the Company Disclosure Schedule (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 2.6 or in the related section of the Company Disclosure Schedule, are required to be obtained by the Company), and Parent and Merger Sub shall be responsible for using their respective commercially reasonable efforts to cooperate with the Company in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.
(d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu of, the obligations of the parties set forth in Section 5.2)Agreement, Parent and Merger Sub shall be responsible for using their respective reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 3.3 or Section 3.4 or in a disclosure schedule relating thereto (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 3.4 or in a disclosure schedule relating thereto, are required to be obtained by Parent and/or Merger Sub), and the Company shall be responsible for using its commercially reasonable efforts to cooperate with Parent and Merger Sub in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.
Appears in 1 contract
Required Action and Forbearance. (a) Upon the terms and subject to the conditions set forth in this Agreement, in addition to (and not in lieu of) the obligations of the parties set forth in Section 5.2, but subject to the limitations set forth therein, and except with respect to the Financing, which shall be governed by Section 5.6, Parent and Merger Sub, on the one hand, and (subject to the Company’s rights under Section 4.36.3, Section 5.3 6.4 and Section 5.46.5) the Company, on the other hand, shall use their its reasonable best efforts to (i) take (or cause to be taken) all actions reasonably necessaryactions, (ii) and do (or cause to be done), and (iii) assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including byusing their respective reasonable best efforts to:
(i) using reasonable best efforts to cause the conditions to the Merger set forth in Article VI VII to be satisfied;
(ii) using reasonable best efforts obtain all actions or nonactions, consents, waivers, approvals, orders and authorizations from Governmental Authorities, give all notices to promptly Governmental Authorities and make all registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger; provided, however, that no such action, nonaction, consent, waiver, approval, order or authorization shall contain any condition, provision, liability or term that would, individually or in the aggregate, reasonably be expected to (A) materially and adversely impact the business, assets, liabilities, properties, financial condition, operations or prospects of Parent, the Company or any Subsidiary of the Company, (B) materially impair any of the material expected benefits to Parent of the Merger, (C) materially impair any of Parent’s material rights of ownership of the Company or any of its Subsidiaries or (D) impose any materially adverse term, condition or requirement on Parent, the Company or any Subsidiary of the Company; and
(iii) obtain all consents, waivers and approvals under any Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such Material Contracts as of the consummation of the Merger; and
(iii) executing and delivering any Contracts and other instruments that are necessary to consummate the Merger.
(b) In addition to the foregoing, subject to the limitations set forth in Section 5.2 and except with respect to the Financing, which shall be governed by Section 5.6, neither Parent or Merger Sub, on the one hand, nor (subject to the Company’s rights under Section 4.3, Section 5.3 and Section 5.4) the Company, on the other hand, shall take any action, or fail to take any action where such action or the failure to take such action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement.
(c) Notwithstanding the foregoing or anything to the contrary set forth contained in this Agreement, the parties hereby agree and acknowledge that neither the provisions of this Article VI nor the “reasonable best” efforts standard nor any other provisions in this Agreement shall require Parent or any of its Affiliates, before or after Closing, to (in addition toi) divest of or hold separate any properties, and not in lieu ofassets, the obligations operations or management rights of the parties set forth in Section 5.2)Parent or any of its Affiliates or (ii) divest or hold separate any properties, the Company shall be responsible for using (and causing its Subsidiaries to use) their respective reasonable best efforts to prepare and file the necessary noticesassets, reports operations, licenses, rights, product lines, businesses or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 2.5 or Section 2.6 or in the related section interest therein of the Company Disclosure Schedule (which, in the case or any of the consents, approvals and notifications identified or required its Subsidiaries that are material to be identified in Section 2.6 or in the related section of the Company Disclosure Schedule, are required to be obtained by the Company), and Parent and Merger Sub shall be responsible for using their respective commercially reasonable efforts to cooperate with the Company in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizationsany of its Subsidiaries.
(d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu of, the obligations of the parties set forth in Section 5.2), Parent and Merger Sub shall be responsible for using their respective reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 3.3 or Section 3.4 or in a disclosure schedule relating thereto (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 3.4 or in a disclosure schedule relating thereto, are required to be obtained by Parent and/or Merger Sub), and the Company shall be responsible for using its commercially reasonable efforts to cooperate with Parent and Merger Sub in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.
Appears in 1 contract
Required Action and Forbearance. (a) Upon the terms and subject to the conditions set forth in this Agreement, in addition to (and not in lieu of) the obligations of the parties set forth in Section 5.2, but subject to the limitations set forth therein, and except with respect to the Financing, which shall be governed by Section 5.6, Parent and Merger Sub, on the one hand, and (subject to the Company’s rights under Section 4.35.3, Section 5.3 5.4 and Section 5.45.5) the Company, on the other hand, shall use their reasonable best efforts to (i) take (or cause to be taken) all actions reasonably necessary, (ii) and do (or cause to be done), and (iii) assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including by:
(i) using reasonable best efforts to cause the conditions to the Merger set forth in Article VI to be satisfied;
(ii) obtaining all consents, waivers, approvals, orders and authorizations from Governmental Authorities, and making all registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger;
(iii) using reasonable best efforts to promptly obtain all consents, waivers and approvals under any Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such Material Contracts as of the consummation of the Merger; provided that the Company may not, without Parent’s prior written consent, make, or agree to make, any payments or material amendments, concessions or waivers in connection therewith; and
(iiiiv) executing and delivering any Contracts and other instruments that are necessary to consummate the Merger.
(b) In addition to the foregoing, subject to the limitations set forth in Section 5.2 and except with respect to the Financing, which shall be governed by Section 5.6, neither Parent or Merger Sub, on the one hand, nor (subject to the Company’s rights under Section 4.35.3, Section 5.3 5.4 and Section 5.45.5) the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement.
(c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu of, the obligations of the parties set forth in Section 5.2)Agreement, the Company shall be responsible for using (and causing its Subsidiaries to use) their respective commercially reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 2.5 or Section 2.6 or in the related section of the Company Disclosure Schedule (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 2.6 or in the related section of the Company Disclosure Schedule, are required to be obtained by the Company), and Parent and Merger Sub shall be responsible for using their respective commercially reasonable best efforts to cooperate with the Company in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.
(d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu ofAgreement, the obligations of the parties set forth in Section 5.2), Parent and Merger Sub to consummate the Financing shall be responsible for using their respective reasonable best efforts to prepare governed solely by Section 5.6 and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in not this Section 3.3 or Section 3.4 or in a disclosure schedule relating thereto (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 3.4 or in a disclosure schedule relating thereto, are required to be obtained by Parent and/or Merger Sub), and the Company shall be responsible for using its commercially reasonable efforts to cooperate with Parent and Merger Sub in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations5.1.
Appears in 1 contract
Required Action and Forbearance. (a) Upon the terms and subject to the conditions set forth in this Agreement, in addition to (and not in lieu of) the obligations of the parties set forth in Section 5.2, but subject to the limitations set forth therein, and except with respect to the Financing, which shall be governed by Section 5.6, Parent Newco and Merger Sub, on the one hand, and (subject to the Company’s rights under Section 4.36.3, Section 5.3 6.4 and Section 5.46.5) the Company, on the other hand, shall use their all reasonable best efforts to (i) take (or cause to be taken) all actions reasonably necessaryactions, (ii) and do (or cause to be done), and (iii) assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including by, in each case, subject to the parties’ reasonable efforts:
(i) using reasonable best efforts to cause causing the conditions to the other (or both) parties to the Merger set forth in Article VI VII to be satisfied;
(ii) using reasonable best efforts obtaining all consents, waivers, approvals, orders and authorizations from Governmental Authorities, including any no action relief reasonably required to promptly obtain effect deregistration of the Company’s Common Stock following the Effective Time, and making all registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger;
(iii) obtaining all consents, waivers and approvals and delivering all notifications under any Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such Material Contracts as of the consummation of the Merger; and
(iiiiv) executing and delivering any Contracts and other instruments that are necessary to consummate the Merger.
(b) In addition to the foregoing, subject to the limitations set forth in Section 5.2 terms and except with respect to the Financing, which shall be governed by Section 5.6conditions of this Agreement, neither Parent Newco or Merger Sub, on the one hand, nor (subject to the Company’s rights under Section 4.3, Section 5.3 and Section 5.4) the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement. For the avoidance of doubt no action by the Company taken in compliance with Section 5.3 hereof shall be considered a violation of this Section 6.1.
(c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement Section 6.1 or elsewhere in this Agreement, if the other party to any Contract that constitutes a Material Contract conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in addition to, and not in lieu ofresponse to a notice or consent request regarding this Agreement, the obligations payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), or the parties set forth in Section 5.2provision of additional security (including a guaranty), the Company shall be solely responsible for using (and causing its Subsidiaries to use) their respective reasonable best efforts to prepare and file the necessary notices, reports making all such payments or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 2.5 or Section 2.6 or in the related section of providing all such additional security; provided that the Company Disclosure Schedule (which, in shall not make any such payments or agree to make any such payments without the case prior written consent of the consents, approvals and notifications identified or required to be identified in Section 2.6 or in the related section of the Company Disclosure Schedule, are required to be obtained by the Company), and Parent and Merger Sub shall be responsible for using their respective commercially reasonable efforts to cooperate with the Company in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizationsNewco.
(d) Notwithstanding the foregoing or anything Prior to the contrary set forth in this Agreement (in addition to, and not in lieu ofEffective Time, the obligations of the parties set forth in Section 5.2), Parent and Merger Sub Company shall be responsible for using their respective reasonable use its best efforts to prepare obtain all necessary waivers, consents or releases, in form and file substance reasonably satisfactory to Newco, from holders of Company Options and other equity awards under the necessary noticesCompany Stock Plans and take all such other action, reports or other filings and to obtain the consentswithout incurring any liabilities in connection therewith, approvals and authorizations identified or required as Newco may deem to be identified in Section 3.3 necessary to give effect to the transactions contemplated by Article II. As promptly as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or Section 3.4 or in a disclosure schedule relating thereto (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 3.4 or in a disclosure schedule relating thereto, take such other actions as are required to be obtained give effect to the transactions contemplated by Parent and/or Merger Sub), and the Company shall be responsible for using its commercially reasonable efforts to cooperate with Parent and Merger Sub in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.Article II
Appears in 1 contract
Required Action and Forbearance. (a) Upon the terms and subject to the conditions set forth in this Agreement, in addition to (and not in lieu of) the obligations of the parties set forth in Section 5.2, but subject to the limitations set forth therein, and except with respect to the Financing, which shall be governed by Section 5.6, Parent Newco and Merger Sub, on the one hand, and (subject to the Company’s rights under Section 4.36.3, Section 5.3 6.4 and Section 5.46.5) the Company, on the other hand, shall use their reasonable best efforts to (i) take (or cause to be taken) all actions reasonably necessary, (ii) and do (or cause to be done), and (iii) assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including by:
(i) using reasonable best efforts to cause the conditions to the Merger set forth in Article VI VII to be satisfied;
(ii) obtaining all consents, waivers, approvals, orders and authorizations from Governmental Authorities, and making all registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger;
(iii) using reasonable best efforts to promptly obtain all consents, waivers and approvals under any Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such Material Contracts as of the consummation of the Merger; and
(iiiiv) executing and delivering any Contracts and other instruments that are necessary to consummate the Merger.
(b) In addition to the foregoing, subject to the limitations set forth in Section 5.2 and except with respect to the Financing, which shall be governed by Section 5.6, neither Parent Newco or Merger Sub, on the one hand, nor (subject to the Company’s rights under Section 4.3, Section 5.3 and Section 5.4) the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement.
(c) The Company shall repatriate cash to bank accounts in the United States as reasonably requested by Newco and Merger Sub.
(d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition to, and not in lieu of, the obligations of the parties set forth in Section 5.2)Agreement, the Company shall be responsible for using (and causing its Subsidiaries to use) their respective reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 2.5 3.5 or Section 2.6 3.6 or in the related section of the Company Disclosure Schedule Letter (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 2.6 3.6 or in the related section of the Company Disclosure ScheduleLetter, are required to be obtained by the Company), and Parent Newco and Merger Sub shall be responsible for using their respective commercially reasonable efforts to cooperate with the Company in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.
(de) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (in addition toAgreement, and not in lieu of, the obligations of the parties set forth in Section 5.2), Parent Newco and Merger Sub shall be responsible for using their respective reasonable best efforts to prepare and file the necessary notices, reports or other filings and to obtain the consents, approvals and authorizations identified or required to be identified in Section 3.3 4.3 or Section 3.4 4.4 or in a disclosure schedule relating thereto (which, in the case of the consents, approvals and notifications identified or required to be identified in Section 3.4 4.4 or in a disclosure schedule relating thereto, are required to be obtained by Parent Newco and/or Merger Sub), and the Company shall be responsible for using its commercially reasonable efforts to cooperate with Parent Newco and Merger Sub in preparing and filing such notices, reports or other filings and obtaining such consents, approvals and authorizations.
Appears in 1 contract
Samples: Merger Agreement (Entrust Inc)
