Support of Transactions. Nextel, PCI and their respective affiliates shall each (i) use his or its reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required under Article VIII, (ii) exert his or its reasonable best efforts to obtain all material consents and approvals of third parties that either of Nextel, PCI or their respective affiliates are responsible to obtain in order to consummate the Merger, (iii) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement, and (iv) provide the other parties, and such other party's employees, officers, accountants, lawyers, financial advisors and other representatives with access to its personnel, properties, business and records under all reasonable circumstances.
Support of Transactions. Each of the Shareholders shall exercise its rights as a shareholder of the Group Companies, as applicable, in so far as it is able to consummate and procure the consummation of the Transactions and each of the Group Companies shall use its best effort to cause and support the Shareholders to consummate and procure the consummation of the Transactions.
Support of Transactions. Without limiting any covenant contained in Article VIII or Article IX, each Party shall, (a) use reasonable best efforts to obtain all material consents and approvals of third parties that such Party is required to obtain in order to consummate the Transactions, and (b) take such other action as may be reasonably necessary or as another Party may reasonably request to satisfy the conditions of Article XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided that the Group Companies and the Shareholders shall not be required to act or omit to take any action that would constitute a breach of Section 8.1 and SPAC shall not be required to act or omit to take any action that would constitute a breach of Section 9.4.
Support of Transactions. MCCAC, PICR/ATN, the PICR Shareholders and their respective Affiliates shall each (a) use his or its reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required under Article II, (b) exert his or its reasonable best efforts to obtain all material consents and approvals of third parties that any of MCCAC, PICR/ATN, the PICR Shareholders or their respective Affiliates are responsible to obtain in order to consummate the transactions contemplated by this Agreement, (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article II or otherwise to comply with this Agreement, and (d) provide the other parties, and such other party's employees, officers, accountants, lawyers, financial advisors and other representatives with access to its personnel, properties, business and records under all reasonable circumstances.
Support of Transactions. Without limiting any covenant contained in Article VI, Article VII and Article VIII, the Purchaser Parties and the Company and the Majority Shareholder shall each, and each shall cause its Subsidiaries to (a) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Purchaser Parties, or the Company or their respective Affiliates are required to obtain in order to consummate the Merger and the other Transactions, including cooperating, by adopting appropriate corporate resolutions and otherwise, to cause the name of the Purchaser to be changed immediately prior to the Closing to “MicroAlgo Inc.” and (b) take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding anything to the contrary contained herein, no action taken by the Company under this Section 6.6 will constitute a breach of Section 6.1.
Support of Transactions. Nextel, Chadmoore and their respective affiliates shall each (a) use his or its commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required under Article 8; (b) exert his or its commercially reasonable efforts to obtain all material Consents of third parties that either of Nextel, Chadmoore or their respective affiliates are responsible to obtain in order to consummate the transactions contemplated by this Agreement; (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article 8 or otherwise to comply with this Agreement; and (d) provide the other parties, and such other party's employees, officers, accountants, lawyers, financial advisors and other representatives with access to its personnel, properties, business and records under all reasonable circumstances.
Support of Transactions. Nextel, Arch, PageNet SMR, SPV Holdings, SPV and their respective affiliates shall each (a) use his or its commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory Consents under Articles 8 and 9 required to consummate the transactions contemplated by this Agreement; (b) exert his or its commercially reasonable efforts to obtain all material Consents of third parties that Nextel, Arch, PageNet SMR, SPV Holdings, SPV or their respective affiliates are responsible for obtaining in order to consummate the transactions contemplated by this Agreement; (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Articles 8 and 9 or otherwise to comply with this Agreement; and (d) provide the other parties, and such other party's employees, officers, accountants, lawyers, financial advisors and other representatives with access to its personnel, properties, business and records under all reasonable circumstances.
Support of Transactions. (a) SPAC shall promptly notify the Company in writing of any material filings, actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of SPAC, threated against, related to or involving SPAC that relate to this Agreement or the Transactions. The Company shall promptly notify SPAC in writing of any material filings, actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of the Company, threatened against, relating to or involving the Company that relate to this Agreement or the Transactions. Pubco shall promptly notify SPAC and the Company in writing of any material filings, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of Pubco, threatened against, relating to or involving Pubco that relate to this Agreement or the Transactions.
(b) Each of SPAC and the Company shall use its reasonable best efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including:
(i) using commercially reasonable efforts during the Interim Period to cause the Closing Date to occur and the Transactions to be completed on or before the Agreement End Date and to take all actions, and to cause other actions to be taken which are within its power to control, to satisfy (or to cause the satisfaction of), (A) in the case of SPAC, the conditions in favor of the Company set out in Section 9.01 and Section 9.03, and (B) in the case of the Company, the conditions in favor of SPAC set out in Section 9.01 and Section 9.02;
(ii) in the case of the Company, obtaining and maintaining all consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) required to be obtained under any material Contracts to which the Company is a party in connection with the Transactions or (B) required in order to maintain any material Contracts to which the Company is a party in full force and effect following completion of the Transactions;
(iii) opposing any injunction, restraining or other Governmental Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Transactions and defending against, or causing to be defended against, any Actions to which it is a party or brought against it or its directors or officers challenging this Agreement ...
Support of Transactions. Subject to the last sentence of this Section 10.2, each of Acquiror, the Companies and the Holder Representatives shall, and shall cause its Subsidiaries to, (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions that are not specifically addressed in Section 8.4, Section 9.1 or Section 10.1, (b) use reasonable best efforts to obtain all material consents and approvals of third parties (other than any Governmental Authorities, which are the subject of Section 8.4, Section 9.1 and Section 10.1) that any of Acquiror, the Companies, the SIM Sellers, the Holder Representatives or their respective Affiliates are required to obtain in order to consummate the Transactions and (c) take such other actions as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article XI or otherwise to comply with this Agreement and to consummate the Transactions (including (i) in the case of Panavision, with respect to the Purchase and (ii) in the case of SIM, with respect to the Merger) as soon as practicable. Notwithstanding the foregoing and except as otherwise provided in this Agreement, (A) in no event shall Acquiror or any member of a Company Group be obligated to bear any material expense or pay any material fee or grant any material concession (including any material amendment or material modification to the terms thereof) in connection with obtaining any consents, authorizations or approvals required in order to consummate the Transactions pursuant to the terms of any Contract (other than this Agreement and the Ancillary Agreements) to which any member of a Company Group is a party or bound, and (B) in the event of any conflict with any other covenant or agreement contained in Article VIII, Article IX or Article X that expressly addresses the subject matter of this Section 10.2, such other covenant contained in Article VIII, Article IX or Article X shall govern and control.
Support of Transactions. Without limiting any covenant contained in Article VI or Article VII, Acquiror, Members and the Company shall each, and each shall cause its Subsidiaries to (a) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, Members, or the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, and (b) take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding anything to the contrary contained herein, no action taken by any Member or the Company under this Section 8.3 will constitute a breach of Section 6.1.
