Common use of Standard of Efforts Clause in Contracts

Standard of Efforts. Except as otherwise specified herein (including pursuant to Section 6.3), each of the Company, Parent and Merger Sub agrees to use its commercially reasonable efforts to take, or cause to be taken (and Parent shall cause Merger Sub, and shall use its best efforts to cause its direct and indirect parent companies, 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 in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (a) obtaining all consents, approvals, authorizations and actions or nonactions required for the consummation by the parties hereto of the Offer, the Merger and the other Transactions as contemplated by and pursuant to the terms and conditions of this Agreement (including any required filings under applicable Antitrust Laws), (b) the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (c) the obtaining of all necessary consents from third parties to Company Material Contracts, and (d) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party that is not a Governmental Authority to obtain any consent or approval required for the consummation of the Offer or the Merger except as set forth in Section 6.5 of the Company Disclosure Letter. The Company, Parent and Merger Sub agree that they shall consult with each other with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities.

Standard of Efforts. Except as otherwise specified (a) Subject to the terms and conditions provided herein (including pursuant to Section 6.3the provisions of Sections 7.1(b) and 7.8), each of the Company, Parent and Merger Sub agrees to use its commercially reasonable best efforts to take, or cause to be taken (and Parent shall cause Merger Sub, and shall use its best efforts to cause its direct and indirect parent companies, 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 in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (ai) obtaining all permits, consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer, the Merger and the other Transactions as contemplated by and pursuant to the terms and conditions of this Agreement (including any required filings under applicable Antitrust Laws)Transactions, (bii) the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (ciii) the obtaining of all necessary consents from third parties to Company Material Contractsparties, and (div) the execution and delivery of any additional instruments necessary to consummate the Merger and the other Transactions in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that . The Company shall have the right to review and approve in no event shall advance all characterizations of the Company or any of its Subsidiaries be required to pay prior information relating to the Board Appointment Date any fee, penalties or other consideration Company; Parent shall have the right to any third party that is not a Governmental Authority to obtain any consent or approval required for the consummation review and approve in advance all characterizations of the Offer information relating to Parent or the Merger except as set forth in Section 6.5 Sub; and each of the Company Disclosure Letterand Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Proxy Statement) made in connection with the Transactions. The Company, Parent and Merger Sub agree that they shall will consult with each other (and such consultations shall be reasonable) with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities.

Standard of Efforts. Except as otherwise specified herein (including pursuant a) Subject to Section 6.3)the terms and conditions provided herein, each of the Company, Parent and Merger Sub party agrees to use (and shall cause its commercially respective controlled Affiliates to use) its reasonable best efforts to take, or cause to be taken (and Parent shall cause Merger Sub, and shall use its best efforts to cause its direct and indirect parent companies, to take or cause to be taken), all actionactions, 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 effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (ai) preparing and filing as promptly as practicable with any Governmental Authority or third party all documentation to effect all necessary notices, reports and other filings and (ii) obtaining as promptly as practicable and maintaining all consentsAuthorizations necessary or advisable to be obtained from any Governmental Authority and/or third party in order to consummate the Transactions; provided that in no event shall Parent or Merger Sub be obligated to, approvals, authorizations and actions or nonactions required for the consummation by the parties hereto of the Offer, the Merger and the Company and the Company Subsidiary shall not, without the prior written consent of Parent, agree to, or proffer, any consent fee, concession or other Transactions as contemplated by and pursuant modification to the terms and conditions of this Agreement (including any required filings under applicable Antitrust Laws), (b) the taking of all steps as may be necessary Contract in order to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, the Authorizations contemplated by clause (c) the obtaining of all necessary consents from third parties to Company Material Contracts, and (d) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party that is not a Governmental Authority to obtain any consent or approval required for the consummation of the Offer or the Merger except as set forth in Section 6.5 of the Company Disclosure Letterii). The Company, Parent and Merger Sub agree that they shall will consult with each other with respect to the obtaining of all such necessary permitsAuthorizations and (1) the Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, consents(2) Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub, approvals and authorizations (3) each of the Company and Parent shall have the right to review and approve in advance all third parties and Governmental Authoritiescharacterizations of the information relating to the Transactions, in each case, which appear in any material filing made in connection with the Transactions.

Standard of Efforts. Except as otherwise specified herein (including pursuant to Section 6.3), each of the Company, Parent and Merger Sub agrees to use its commercially reasonable best efforts to take, or cause to be taken (and Parent shall cause Merger Sub, and shall use its best efforts to cause its direct and indirect parent companies, Sub 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 in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (a) obtaining all consents, approvals, authorizations and actions or nonactions required for the consummation by the parties hereto of the Offer, the Merger and the other Transactions as contemplated by and pursuant to the terms and conditions of this Agreement (including any required filings under applicable Antitrust Lawsor necessary action to obtain approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority), (b) the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, Authority (c) the obtaining of all necessary consents from third parties to Company Material Contracts, Contracts and (d) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries Parent be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party that is not a Governmental Authority Third Party to obtain any consent or approval required for the consummation of the Offer or the Merger except as set forth in Section 6.5 of the Company Disclosure LetterMerger. The Company, Parent and Merger Sub agree that they shall consult with each other with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties Third Parties and Governmental Authorities.